0001062993-14-003631 Sample Contracts

NAKED BRAND GROUP, INC. FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 11th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of , 2014, is made by and between Naked Brand Group, Inc., a Nevada corporation (the “Company”) and the undersigned investor (the “Investor”).

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NAKED BRAND GROUP, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • June 11th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York

This Subscription Agreement (the “Subscription Agreement”) is entered into by and between Naked Brand Group, Inc., a Nevada Corporation (the “Company” or “Naked”), and the Subscriber(s) whose name appears on the signature page to this Subscription Agreement (the “Subscriber” and, together with other subscribers to the Offering (as hereinafter defined), “Investors”).

SECURITY AGREEMENT
Security Agreement • June 11th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • Nevada

This Security Agreement dated as of April ___, 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”):

NAKED BRAND GROUP INC. 2014 LONG-TERM INCENTIVE PLAN OPTION AWARD AGREEMENT
Option Award Agreement • June 11th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York

THIS OPTION AGREEMENT (the “Agreement”) is made effective as of June 6, 2014 (the “Date of Grant”) between Naked Brand Group Inc., a Nevada corporation (the “Company”), and • (the “Participant”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 11th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York

THIS AGREEMENT, dated as of June 6, 2014 (the “Agreement”), by and between Naked Brand Group, Inc., a corporation organized under the laws of Nevada (the “Company”), and Carole Hochman (the “Executive”).

NOTE TERMINATION AGREEMENT
Note Termination Agreement • June 11th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments

This Note Termination Agreement (“Agreement”), dated June 5, 2014, is by and between Naked Brand Group Inc. (the “Borrower”) and JMJ Financial (the “Lender”) (together, the “Parties”).

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