Securities Purchase AgreementSecurities Purchase Agreement • April 16th, 2020 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of April 15, 2020, is entered into by and between Naked Brand Group Limited, an Australia corporation (“Company”), and St. George Investments LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
ContractConvertible Promissory Note • April 16th, 2020 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Utah
THIS NOTE AND THE ORDINARY SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE ORDINARY SHARES ISSUABLE HEREUNDER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR ANY SHARES ISSUABLE HEREUNDER UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BORROWER (AS DEFINED BELOW) OR ITS TRANSFER AGENT THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractWarrant Agreement • April 16th, 2020 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Utah
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE ORDINARY SHARES ISSUABLE HEREUNDER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR ANY SHARES ISSUABLE HEREUNDER UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMPANY (AS DEFINED BELOW) OR ITS TRANSFER AGENT THAT SUCH REGISTRATION IS NOT REQUIRED.
GLOBAL AMENDMENTGlobal Amendment • April 16th, 2020 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments
This Global Amendment (this “Amendment”) is entered into as of April 9, 2020 by and between Iliad Research and Trading, L.P., a Utah limited partnership (“Lender”), and Naked Brand Group Limited, an Australia corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Notes (as defined below).
ContractInvestor Note • April 16th, 2020 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Utah
THIS NOTE (AS DEFINED BELOW) MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR (AS DEFINED BELOW). THIS NOTE IS SUBJECT TO A RIGHT OF OFFSET IN FAVOR OF INVESTOR UPON THE OCCURRENCE OF CERTAIN EVENTS AS SET FORTH IN MORE DETAIL IN SECTION 4 BELOW.
