0001493152-21-004790 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 25th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2021, between Naked Brand Group Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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Naked Brand Group Limited Up to $99,500,000 of Ordinary Shares Equity Distribution Agreement
Equity Distribution Agreement • February 25th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York

Naked Brand Group Limited, a company incorporated under the laws of Australia (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, ordinary shares, with no par value (“Ordinary Shares”), of the Company (the “Shares”) having an aggregate offering price of up to $99,500,000 on terms set forth herein. The Shares consist entirely of authorized but unissued Ordinary Shares to be issued and sold by the Company.

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