SECURITY AGREEMENTSecurity Agreement • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • Nevada
This Security Agreement dated as of April 7, 2014 (the “Agreement”) by and among Naked Brand Group, Inc., a Nevada corporation (“Borrower”), with its primary place of business at 2-34346 Manufacturer’s Way, Abbotsford, BC VU2S7MI, and the parties listed on Schedule A hereto, which parties are also holders of a 6% Senior Secured Convertible Promissory Notes (the “Notes”) issued by Borrower (collectively, “Secured Parties”):
AMENDMENT TO PROMISSORY NOTEPromissory Note • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia
WARRANT AGREEMENTWarrant Agreement • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
This WARRANT AGREEMENT (this “Agreement”), dated as of April 4, 2014, among KALAMALKA PARTNERS LTD., a British Columbia company (“Kalamalka”), NAKED BRAND GROUP INC., a Nevada corporation (“NBGI”), and NAKED INC., a Nevada corporation (“Naked” and together with NBGI, the “Borrowers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 7, 2014, between Naked Brand Group, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (the each a “Purchaser” and collectively, the “Purchasers”).
INTER-LENDER AGREEMENTInter-Lender Agreement • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
This Inter-Lender Agreement (as may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of April 4, 2014, by and among CSD HOLDINGS LLC (“CSD”), a Delaware limited liability company, KALAMALKA PARTNERS LTD., a British Columbia company (“Kalamalka”), each of the persons listed on the signature pages hereof under the heading “Kalamalka Lenders” (collectively, the “Kalamalka Lenders”), and solely for the purposes of Sections 11, 12, 13, 14, 15 and 16 hereof, NAKED BRAND GROUP INC., a Nevada Corporation (“NBGI”), and NAKED INC., a Nevada corporation (“Naked”, and together with NBGI, the “Borrowers”). Kalamalka, CSD, the Kalamalka Lenders and, solely for the purposes of Sections 11, 12, 13, 14, 15 and 16 hereof, the Borrowers are each referred to herein as a “Party”, and collectively as the “Parties”.
ContractSecurities Agreement • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXCHANGEABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
ContractDebt Settlement Agreement • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • Nevada
THIS DEBT SETTLEMENT AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
CONVERSION AGREEMENTConversion Agreement • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia
This Conversion Agreement (as may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of April 4, 2014, by and among BRYCE STEPHENS (the “Lender”), NAKED BRAND GROUP INC., a Nevada corporation (“NBGI”), and NAKED INC., a Nevada corporation (“Naked” and together with NBGI, the “Borrowers”). The Lender and the Borrowers are each referred to herein as a “Party”, and collectively as the “Parties”.
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
This NOTE EXCHANGE AGREEMENT (this “Agreement”), dated as of April 4, 2014, among CSD HOLDINGS LLC, a Delaware limited liability company (the “Lender”), NAKED BRAND GROUP INC., a Nevada corporation (“NBGI”), and NAKED INC., a Nevada corporation (“Naked” and together with NBGI, the “Borrowers”).
AMENDMENT TO SECURITY AGREEMENTSSecurity Agreement • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia
AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTEPromissory Note Amendment • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia
ContractDebt Settlement Agreement • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • Nevada
THIS DEBT SETTLEMENT AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
