SECURITIES PURCHASE AGREEMENT

     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 ”).

      WHEREAS , subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2)(a) of the Securities Act of 1933, as amended (the “ Securities Act ”), the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, severally and not jointly (i) 6% senior secured convertible promissory notes, in the aggregate principal face amount of up to $1,000,000 (the “ Purchase Price ”) and in the form attached hereto as Exhibit A (the “ Notes ”), which Notes shall be automatically convertible into and exchanged for securities of the Company in a Subsequent Financing (as defined in the Notes) in accordance with Section 4 of the Notes; WHEREAS , the Notes shall be secured by a priority perfected security interest in all of the tangible and intangible assets of the Company, whether such assets are now owned or hereafter created or acquired by the Company (collectively, the “Assets”), all in accordance with the terms of a security agreement in the form attached hereto as Exhibit B (the “ Security Agreement ”).

      NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers agree as follows:

1.       Purchase and Sale of the Securities.

     (a)      Closing . On the Closing Date (as defined below), upon the terms and subject to the conditions set forth herein:

The Company and the Purchasers shall each deliver to the other items set forth in Section 1(b) deliverable at the closing (the “ Closing ”).

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     (b)     Deliverables.

     (c)     Closing Conditions.

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2.       Security . In accordance with the terms and the conditions of the Security Agreement, the Company agrees to secure the repayment of the loan amount under the Notes (the “ Loan Amount ”), all accrued and unpaid interest thereon and all other payments due thereunder, as well as all of the Company’s obligations thereunder by creating a Security Agreement for the benefit of all Purchasers. From time to time, Purchaser may demand, and the Company shall execute, such additional documents as may be reasonably necessary to maintain the Security.

3.       Representations and Warranties of the Company . The Company represents and warrants to each Purchaser as follows:

     (a)     Organization and Qualification . The Company is an entity duly organized, validly existing and in good standing under the laws of the State of Nevada, and has the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted and contemplated to be conducted. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), operations, prospects or property of the Company (“ Material Adverse Effect ”), and no proceeding has been initiated in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

     (b)      Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the board of directors or the Company’s stockholders in connection therewith, other than as set forth on Schedule 3(c). Each Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except: (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

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     (c)      No Conflicts . The execution, delivery and performance by the Company of the Transaction Documents, the issuance and sale of the Notes and the consummation by it of the transactions contemplated hereby and thereby to which it is a party do not and will not: (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

     (d)      Filings, Consents and Approvals . The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than the filing of a Current Report on Form 8-K and a Form D with the Securities and Exchange Commission (the “ Commission ”) and such filings as are required to be made under applicable state and provincial securities laws (the “ Required Approvals ”).

     (e)      Private Placement . Assuming the accuracy of the Purchasers’ representations and warranties set forth herein, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.

     (f)      No General Solicitation . Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Notes by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to Purchasers.

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     (g)      Acknowledgment Regarding the Purchasers’ Purchase of Notes . The Company acknowledges and agrees that each Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to such Purchaser’s purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

     (h)      Certain Fees . No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by the Transaction Documents. Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

     (i)      Full Disclosure . All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company, its business and the transactions contemplated hereby is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

4.       Representations and Warranties of the Purchasers. Each Purchaser, severally and not jointly, represents and warrants to the Company, only with respect to itself, as follows: (a) Purchaser is an “accredited investor” as defined by Rule 501 under the Securities Act. Purchaser is capable of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its interests. In addition, Purchaser is an “accredited investor” as defined by National Instrument 45-106 – Prospectus and Registration Exemptions adopted by the Canadian Securities Administrators.

     (b)     Purchaser understands that the Notes have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(2) of the Securities Act.

     (c)     Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Notes and of making an informed investment decision with respect thereto.

     (d)     Purchaser is purchasing the Notes for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Notes in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment.

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     (e)     Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, except: (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

     (f)     There are no actions, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby.

     (g)     The execution, delivery and performance of and compliance with this Agreement and the issuance of the Notes to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Notes purchased by Purchaser.

     (h)     Purchaser understands that the Notes shall bear a restrictive legend:

     (i)     Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement.

     (j)     Purchaser acknowledges and agrees that any subsequent trade in the Note (or any securities into which the Note is converted or exchanged)(collectively, the “ Securities ”) in or from any province or territory of Canada will be a distribution subject to the prospectus requirements of applicable provincial securities laws unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the any of the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend specified in Multilateral Instrument 51-105 or National Instrument 45-102, as applicable (the “ 51-105 Legend ”). As Purchaser is not a resident of Canada, Purchaser undertakes not to trade or resell any of the Securities in or from Canada unless the trade or resale is made in accordance with Multilateral Instrument 51-105 or National Instrument 45-102, as applicable, and Purchaser understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Agreement and agrees that if such representations and warranties are no longer accurate or have been breached, Purchaser shall immediately notify the Company. By executing and delivering this Agreement and as a consequence of the representations and warranties made by Purchaser in this Agreement, Purchaser directs the Company not to include the 51-105 Legend on any certificates representing any of the Securities to be issued to Purchaser and, as a consequence, Purchaser will not be able to rely on the resale provisions of MI 51-105 or National Instrument 45-102, and any subsequent trade in any of the Securities in or from any jurisdiction of Canada will be a distribution subject to the prospectus requirements of applicable Canadian securities laws. If Purchaser wishes to trade or resell any of the Securities in or from any jurisdiction of Canada, Purchaser agrees and undertakes to return, prior to any such trade or resale, any certificate representing any of the Securities to the Company’s transfer agent to have the 51-105 Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the 51-105 Legend on any ownership statement issued under a direct registration system or other book entry system.

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5.       Other Agreements.

      Further Assurances . At any time or from time to time after the execution hereof, the Company will promptly execute, deliver, verify, acknowledge, record and/or file any and all further documents and instruments (including financing statements and continuation statements), and promptly take any and all such other and further actions, as Purchaser may request in order to evidence or more fully effectuate the transactions and security arrangements contemplated hereby and to otherwise carry out the terms hereof.

6.       Appointment of Collateral Agent; Indemnification of Collateral Agent.

     (a)      Appointment of Collateral Agent . Each Purchaser hereby appoints, authorizes and empowers CSD Holdings, LLC (the “ Collateral Agent ”) to act as the collateral agent and as representative, attorney-in-fact and agent, with full power of substitution, to act in the name, place and stead of each of Purchaser, to take all actions necessary or appropriate in its judgment for the accomplishment of the terms of any of the Transaction Documents, and to act on behalf of each Purchaser and to do or refrain from doing all such further acts and things, to make all decisions and determinations, and to execute, deliver and receive all such documents, as it shall deem necessary or appropriate in conjunction with any of the transactions contemplated by the Transaction Documents. This appointment may be terminated, and such termination shall be effective, upon the earlier of the Collateral Agent’s resignation as collateral agent and the written consent of the holders of a majority-in-interest of the Notes.

     (b)      Limitation of Liability; Indemnification . In addition to any and all protections and rights that may be granted hereunder to the Collateral Agent as collateral agent, to the maximum extent permissible by law, the Collateral Agent will incur no liability with respect to any action or inaction taken or failed to be taken in connection with its services as the collateral agent, except its own willful misconduct or gross negligence. In all questions arising under any of the Loan Documents, the Collateral Agent may rely on the advice of counsel of its choosing, and the Collateral Agent will not be liable to any party to any of the Transaction Documents or any other person or party for anything done, omitted or suffered in good faith by it in its capacity as the collateral agent based on such advice. Each of the Purchasers (a) agrees, jointly and severally, to indemnify, defend and save harmless the Collateral Agent from and against any and all loss, liability or expense (including the reasonable fees and expenses of outside counsel and experts and their staffs and all expense of document location, duplication and shipment) arising out of or in connection with the Collateral Agent’s execution and performance of its duties as collateral agent under any of the Transaction Documents (a “ Collateral Agent Expense ”), except to the extent that such Collateral Agent Expense is finally adjudicated to have been primarily caused by the gross negligence or willful misconduct of the Collateral Agent, in its capacity as collateral agent, and (b) acknowledges and agrees that the foregoing indemnities shall survive the Collateral Agent’s resignation as the collateral agent or the termination of any of the Transaction Documents. In no event shall the Collateral Agent, in its capacity as the collateral agent, be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

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7.       Miscellaneous.

     (a)     The Company agrees not to transfer or assign this Agreement or any of the Company’s rights or obligations herein and each Purchaser agrees that the transfer or assignment of the Notes acquired pursuant hereto shall be made only in accordance with all applicable laws.

     (b)     This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The Transaction Documents constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended or waived only by a written instrument signed by all parties.

     (c)     Any notice or other document required or permitted to be given or delivered to the parties hereto shall be in writing and sent: (i) by fax, if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail, with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid), to the following addresses:

     (d)     No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed by all parties hereto. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

     (e)     This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of New York as such laws are applied by the New York courts to contracts solely performed within its borders, except with respect to the conflicts of law provisions thereof.

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     (f)     Any legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted exclusively in New York County, New York. The parties hereto hereby: (i) waive any objection which they may now have or hereafter have to the venue of any such suit, action or proceeding, and (ii) irrevocably consent to the jurisdiction of the federal and state courts located in New York County, New York in any such suit, action or proceeding. The parties further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the federal and state courts located in New York County, New York. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

     (g)     If any provision of this Agreement is held to be invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed modified to conform with such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provisions hereof.

     (h)     The Company understands and agrees that money damages may not be a sufficient remedy for any breach of this Agreement by the Company, and that Purchaser shall be entitled to equitable relief, including an injunction and specific performance, as a remedy for any such breach, without the necessity of establishing irreparable harm or posting a bond therefor. Such remedies shall not be deemed to be the exclusive remedies for a breach by the Company of this Agreement, but shall be in addition to all other remedies available at law or equity to Purchaser.

     (i)     All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, singular or plural, as identity of the person or persons may require.

     (j)     This Agreement may be executed in counterparts and by facsimile, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

     (k)     The Company shall be responsible for the payment of all fees and expenses in connection with the transactions contemplated in this Agreement and the Transaction Documents, including, without limitation, the fees and out-of-pocket expenses of Roetzel & Andress, LPA, incurred in connection with the preparation and negotiation of the Transaction Documents. Such fees and expenses shall be paid at Closing.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE FOR PURCHASER FOLLOWS]

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Company Signature Page

IN WITNESS WHEREOF , the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

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Purchaser Signature Page

IN WITNESS WHEREOF , the parties hereto have caused this Note Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

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Exhibit A

Form of Senior Secured Convertible Note

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Exhibit B

Form of Security Agreement

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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.

6% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Naked Brand Group, Inc., a Nevada corporation (the “ Maker ” or the “ Company ”), with its primary offices located at 2-34346 Manufacturer’s Way, #2, Abbotsford, B.C. U237MI, promises to pay to the order of _________ (the “ Payee ”) or his or its registered assigns (with the Payee, the “Holder”), upon the terms set forth below, the principal sum of __________________________ and NO/100ths Dollars ($ ______ ) plus interest on the unpaid principal sum outstanding at the rate of 6% per annum (this “ Note ”). Defined terms not otherwise defined herein shall have the meanings ascribed to such terms in that certain purchase agreement of even date herewith among the Maker, the Holder and certain other holders of Notes substantially identical to this Note (the “ Purchase Agreement ”).

1.      Payments.

          (a)     Unless an Event of Default shall have previously occurred and be continuing or this Note shall be exchanged by the Holder for securities in connection with the Subsequent Financing (as defined below) pursuant to Section 4 herein, the full amount of principal and accrued interest under this Note shall be due and payable on April ___, 2015 (the “ Maturity Date ”). If exchanged for securities of the Subsequent Financing, the Notes will be immediately cancelled upon delivery of the securities.

          (b)     The Maker shall pay interest to the Holder on the aggregate and then outstanding principal amount of this Note at the rate of 6% per annum, payable in arrears on the earlier of (i) the Maturity Date or (ii) acceleration of this Note following an Event of Default pursuant to Section 3(b). Interest on this Note shall commence to accrue as of the date of acceptance by the Company of the Purchase Agreement as executed and delivered by the Holder (the “ Original Issue Date ”).

          (c)     Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue monthly commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, and other amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Maker regarding registration and transfers of this Note.

          (d)     All overdue accrued and unpaid principal and interest to be paid hereunder shall entail a late fee at the rate of 12% per annum (or such lower maximum amount of interest permitted to be charged under applicable law) which will accrue daily, from the date such principal and/or interest is due hereunder through and including the date of payment. Except as otherwise set forth in this Note, the Maker may not prepay any portion of the principal amount of this Note.

     2.      Senior Secured Obligation . The obligations of the Maker under this Note are secured by certain assets of the Maker pursuant to that certain Security Agreement, dated as of the date hereof, by and among the Maker and the secured parties signatory thereto. The Notes shall be senior to all indebtedness of the Company, except for that certain indebtedness held by Kalamalka Partners, Ltd. as to which it shall rank pari passu.

     3.      Events of Default .

          (a)     “ Event of Default ”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

               (i)     any default in the payment of the principal of, or the interest on, this Note, as and when the same shall become due and payable, for which there will be no cure period;

               (ii)     Maker shall fail to observe or perform any obligation or shall breach any term or provision of this Note and such failure or breach shall not have been remedied within five (5) business days after the date on which notice of such failure or breach shall have been delivered (other than those occurrences described in other provisions of this Section 3 for which a different grace or cure period is specified, or for which no cure period is specified and which constitute immediate Events of Default);

               (iii)     Maker shall fail to observe or perform any of its material obligations owed to the Holder or any other material covenant, agreement, representation or warranty contained in, or otherwise commit any material breach hereunder or in any other transaction document executed in connection herewith, including the Purchase Agreement, and such failure or breach shall not have been remedied within five (5) business days after the date on which notice of such failure or breach shall have been delivered (other than those occurrences described in other provisions of this Section 3 for which a different grace or cure period is specified, or for which no cure period is specified and which constitute immediate Events of Default);

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               (iv)     Maker shall commence, or there shall be commenced against the Maker a case under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Maker commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Maker, or there is commenced against the Maker any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of thirty (30) days; or the Maker is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Maker suffers any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of thirty (30) days; or the Maker makes a general assignment for the benefit of creditors; or the Maker shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Maker shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Maker shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Maker for the purpose of effecting any of the foregoing;

               (v)     Maker shall default in any of its respective obligations under any other Note or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Maker, whether such indebtedness now exists or shall hereafter be created and such default shall result in indebtedness aggregating more than $200,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable; or

               (vi)     except in connection with the Subsequent Financing or the proposed debt restructuring, the Maker shall (a) be a party to any Change of Control Transaction (as defined below), (b) agree to sell or dispose all or in excess of 50% of its assets in one or more transactions (whether or not such sale would constitute a Change of Control Transaction), (c) redeem or repurchase more than a de minimis number of shares of Common Stock or other equity securities of the Maker, or (d) make any distribution or declare or pay any dividends (in cash or other property, other than common stock) on, or purchase, acquire, redeem, or retire any of the Maker’s capital stock, of any class, whether now or hereafter outstanding. “ Change of Control Transaction ” means the occurrence of any of: (i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of effective control (whether through legal or beneficial ownership of capital stock of the Maker, by contract or otherwise) of in excess of 51% of the voting securities of the Maker, (ii) a replacement at one time or over time of more than one-half of the members of the Maker’s board of directors which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof), (iii) the merger of the Maker with or into another entity that is not wholly owned by the Maker, consolidation or sale of 33% or more of the assets of the Maker in one or a series of related transactions, or (iv) the execution by the Maker of an agreement to which the Maker is a party or by which it is bound, providing for any of the events set forth above in (i), (ii) or (iii).

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               (vii)     The occurrence of any event, whether or not such event could have been known through the exercise of due diligence or otherwise, which could have a material adverse effect on the business or prospects of the Maker, shall immediately cause this Note to accelerate and become immediately due and payable.

          (b)     If any Event of Default occurs and shall be continuing, the full principal amount of this Note, together with all accrued interest thereon, shall become, at the Holder’s election, immediately due and payable in cash.

          (c)     The Holder need not provide and the Maker hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by the Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

     4.      Subsequent Financing Conversion and Exchange . At any time prior to the Maturity Date, this Note shall be automatically converted into and exchanged, into an amount equal to the face value of this Note, plus all accrued and unpaid interest hereon, into any other securities issued by the Company in connection with a Subsequent Financing at a conversion price equal to ninety percent (90%) of the purchase price paid by the purchasers of such securities in the Subsequent Financing. (For example purposes only, a Holder with $100,000 face value Note shall be entitled to convert into $110,000 of securities in the Subsequent Financing.) Upon such exchange, this Note will be immediately cancelled upon delivery of the securities. The holder shall be entitled to the exact same rights and benefits of any purchaser of securities in the Subsequent Financing. “ Subsequent Financing ” means that offering approved by a majority of the Note Holders which results in gross proceeds to the Maker of at least $4,000,000.

     The Maker shall provide the Holder with at least five (5) business days prior notice before the consummation of a Subsequent Financing in order to provide the Holder with an opportunity to covert and exchange this Note into the securities offered by the Maker to third parties in a Subsequent Financing.

     5.      Negative Covenants . So long as any portion of this Note is outstanding, the Maker will not directly or indirectly:

          (a)     other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind debt incurred by the Company in the ordinary course of business, not to exceed $50,000 in the aggregate;

          (b)     other than Permitted Liens, enter into, create, incur, assume or suffer to exist any liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

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          (c)     amend its articles of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder, unless the sole and exclusive purpose of such amendment of the Maker’s articles of incorporation, bylaws or other charter documents is to increase the authorized capitalization of the Maker;

          (d)     repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of securities other than the Notes subject to the prepayment provisions herein or as set forth on Schedule I hereto;

          (e)     pay cash dividends or distributions on any equity securities of the Maker; or

          (f)     enter into any agreement with respect to any of the foregoing.

     “ Permitted Indebtedness ” shall mean either (a) the indebtedness of the Maker existing on the date of issuance of this Note and set forth on Schedule II hereto and (b) any indebtedness incurred by the Maker or any successor-in-interest to the Maker in connection with a Subsequent Financing, (c) any indebtedness the proceeds of which are used to repay the Notes in full, (d) indebtedness incurred in connection with discounted bills of exchange or the discounting or factoring of receivables for credit in each case incurred in the ordinary course of business consistent with past practice and (e) any indebtedness incurred in the ordinary course of business consistent with past practice or consented to by holders of a majority of the outstanding principal and interest on the Notes, which consent shall be binding upon the Holder.

     “ Permitted Lien ” shall mean the individual and collective reference to the following: (a) liens for taxes, assessments and other governmental charges or levies not yet due or liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Maker) have been established in accordance with generally accepted accounting procedures, (b) liens imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s and mechanics’ liens, statutory landlords’ liens, and other similar liens arising in the ordinary course of business, and (x) which do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Maker or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or asset subject to such lien, (c) purchase money security interests, and (d) liens set forth on Schedule 4(f) of the Security Agreement.

     6.      No Waiver of the Holder’s Right s . All payments of principal and interest shall be made without setoff, deduction or counterclaim. No delay or failure on the part of the Holder in exercising any of its options, powers or rights, nor any partial or single exercise of its options, powers or rights shall constitute a waiver thereof or of any other option, power or right, and no waiver on the part of the Holder of any of its options, powers or rights shall constitute a waiver of any other option, power or right. Maker hereby waives presentment of payment, protest, and all notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note. Acceptance by the Holder of less than the full amount due and payable hereunder shall in no way limit the right of the Holder to require full payment of all sums due and payable hereunder in accordance with the terms hereof.

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     7.      Modifications . No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be bound thereby.

     8.      Cumulative Rights and Remedies; Usury . The rights and remedies of the Holder expressed herein are cumulative and not exclusive of any rights and remedies otherwise available under this Note, or applicable law (including at equity). The election of the Holder to avail itself of any one or more remedies shall not be a bar to any other available remedies, which the Maker agrees the Holder may take from time to time. If it shall be found that any interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall be reduced to the maximum permitted rate of interest under such law.

     9.      Use of Proceeds . Maker shall use the proceeds from this Note hereunder solely for the purposes contemplated in Schedule III hereto.

     10.      Severability . If any provision of this Note is declared by a court of competent jurisdiction to be in any way invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest.

     11.      Successors and Assigns . This Note shall be binding upon the Maker and its successors and shall inure to the benefit of the Holder and its successors and assigns. The term

“ Holder ” as used herein, shall also include any endorsee, assignee or other holder of this Note.

     12.      Lost or Stolen Promissory Note . If this Note is lost, stolen, mutilated or otherwise destroyed, the Maker shall execute and deliver to the Holder a new promissory note containing the same terms, and in the same form, as this Note. In such event, the Maker may require the Holder to deliver to the Maker an affidavit of lost instrument and customary indemnity in respect thereof as a condition to the delivery of any such new promissory note.

     13.      Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each of the Maker and the Holder agree that all legal proceedings concerning the interpretations, enforcement and defense of this Note shall be commenced in the state and federal courts sitting in The City of New York, County of New York (the “ New York Courts ”). Each of the Maker and the Holder hereby irrevocably submit to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder (including with respect to the enforcement of this Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each of the Maker and the Holder hereby irrevocably waive personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to the other at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each of the Maker and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby.

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     14.      Notice . Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with of the Purchase Agreement.

     15.      Required Notice to the Holder . The Holder is to be notified by the Maker, within five (5) business days, in accordance with Section 15, of the existence or occurrence, of any Event of Default.

[Signature page follows]

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     The undersigned has executed this Note as a maker and not as a surety or guarantor or in any other capacity.

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Schedule I

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Schedule II

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Schedule III

Working capital and repayment of the following debt obligations as agreed by the parties and as further described in Schedule II;

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SECURITY AGREEMENT

     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 ”):

     Borrower and Secured Parties hereby agree as follows:

     1.      Certain Definitions . Unless otherwise defined herein or in the Notes, capitalized terms used herein that are defined in the Code shall have the meanings assigned to them in the Code. The following terms shall have the following meanings: (a) “ Code ” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

          (b)     “ Collateral ” shall mean the property described on Exhibit A hereto.

          (c)     “ Lien ” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, charge, claim or other encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest) and any agreement to give or refrain from giving a lien, mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, charge, claim or other encumbrance of any kind.

          (d)     “ Obligations ” shall have the meaning set forth in Section 3 below.

          (e) “ Permitted Liens ” means: such liens as are defined in the Notes.

          (f) “ Required Note Holders ” shall mean the holders of a majority of the aggregate principal amount of the Notes.

     2.      Security Agreement .

          (a)      Grant . As collateral security for the payment and performance in full in cash of the Obligations, Borrower, for valuable consideration, the receipt of which is acknowledged, hereby grants to Secured Parties a security interest in and Lien on all of the Collateral now owned or at any time hereafter acquired by Borrower and wherever located or in which Borrower now has or at any time in the future may acquire any right, title or interest.

          (b)      Borrower Remains Liable . Anything herein to the contrary notwithstanding, (i) Borrower shall remain liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by any Secured Party of any of the rights hereunder shall not release Borrower from any of its duties or obligations under such contracts, agreements and other documents included in the Collateral and (iii) no Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall any Secured Party be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder.

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          (c)      Continuing Security Interest . Borrower agrees that this Agreement shall create a continuing security interest in the Collateral which shall remain in effect until indefeasible payment and performance in full of all of the Obligations.

     3.      Obligations Secured . The security interest granted hereby secures payment of all amounts owed pursuant to the Notes and all other obligations of Borrower to Secured Parties under the Notes including, without limitation, all principal, interest (including any interest that accrues after the commencement of a proceeding by or against Borrower under the federal bankruptcy laws or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, regardless of whether allowed or allowable in whole or in part as a claim in any such proceeding), obligations (including indemnification obligations), fees, charges, costs, expenses, guaranties, covenants, and duties of any kind and description owing by Borrower to Secured Parties pursuant to or evidenced by the Notes and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all expenses that Borrower is required to pay or reimburse under the Notes, by law, or otherwise (collectively, the “ Obligations ”).

     4.      Borrower’s Representations, Warranties And Covenants . Borrower hereby represents, warrants and covenants to Secured Parties that:

          (a)    Borrower’s principal place of business is the address set forth above and Borrower keeps its records concerning accounts, contract rights and other property at that location. Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.

          (b)     Except for the security interest granted to Secured Parties pursuant to this Agreement and the Permitted Liens, Borrower owns and has rights in, and, as to Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Collateral pledged by it hereunder, free and clear of any and all Liens or claims of others.

          (c)     The security interest in and Lien on the Collateral granted to Secured Parties hereunder constitutes (a) a legal and valid first priority security interest in all the Collateral securing the payment and performance of the Obligations except for Permitted Liens and (b) a perfected security interest in all the Collateral to the extent perfection may be achieved by the filings, possession or Control required hereunder. The security interest and Lien granted to Secured Parties pursuant to this Agreement in and on the Collateral will at all times constitute a perfected (to the extent perfection may be achieved by the filings, possession or Control required hereunder), continuing security interest therein, prior to all other Liens on the Collateral except for Permitted Liens.

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          (d)     Borrower shall, at its own cost and expense, defend title to the Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to Secured Parties and the priority thereof against all claims and demands of all persons, at any time claiming any interest therein adverse to Secured Parties, other than Permitted Liens. There is no agreement, order, judgment or decree, and Borrower shall not enter into any agreement or take any other action, that would restrict the transferability of any of the Collateral or otherwise impair or conflict with Borrower’s obligations or the rights of Secured Parties hereunder.

          (e)     Borrower will at all times keep in a manner reasonably satisfactory to Secured Parties accurate and complete records of the Collateral and will keep such Collateral insured to the extent similarly situated companies insure their assets. Secured Parties shall be entitled, at reasonable times during regular business hours and intervals after reasonable notice to Borrower, to enter Borrower’s premises for purposes of inspecting the Collateral and Borrower’s books and records relating thereto.

          (f)     Borrower will not create or permit to be created or suffer to exist any Lien, except Permitted Liens, or permitted Indebtedness as set forth on Schedule 4(f) of any kind on any of the Collateral.

          (g)     Borrower shall not use the Collateral in violation of any applicable statute, ordinance, law or regulation or in violation of any insurance policy maintained by Borrower with respect to the Collateral.

          (h)      Location of Inventory and Equipment . Borrower shall not move any Equipment or Inventory to any location unless it shall have given Secured Parties not less than thirty (30) days’ prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as Secured Parties may request in the exercise of their good faith credit judgment.

          (i)      Other Financing Statements . Other than financing statements, security agreements, chattel mortgages, assignments, copyright security agreements or collateral assignments, patent or trademark security agreements or collateral assignments, fixture filings and other agreements or instruments executed, delivered, filed or recorded for the purpose of granting or perfecting any Lien (collectively, “ Financing Statements ”) existing as of the date hereof and disclosed to Secured Parties or arising after the date hereof in connection with any Permitted Lien and Financing Statements in favor of Secured Parties, no effective Financing Statement naming Borrower as debtor, assignor, grantor, mortgagor, pledgor or the like and covering all or any part of the Collateral is on file in any filing or recording office in any jurisdiction.

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          (j)      Notices, Reports and Information . Borrower will (i) notify Secured Parties of any material claim made or asserted against the Collateral by any person or entity and of any change in the composition of the Collateral or other event which could materially adversely affect the value of the Collateral or any Secured Party’s Lien thereon; (ii) furnish to Secured Parties such statements and schedules further identifying and describing the Collateral and such other reports and other information in connection with the Collateral as Secured Parties may reasonably request, all in reasonable detail; and (iii) upon the reasonable request of Secured Parties make such demands and requests for information and reports as Borrower is entitled to make in respect of the Collateral.

          (k)      Insurance . In the event that the proceeds of any insurance claim with respect to any Collateral are paid to Borrower, such proceeds shall be held in trust for the benefit of Secured Parties and shall be paid to Secured Parties upon the occurrence of an Event of Default under Section 7 .

          (l)      Chief Executive Office; Change of Name; Jurisdiction of Organization . Borrower shall not effect any change (i) to its legal name, (ii) in the location of its chief executive office, (iii) in its identity or organizational structure, (iv) in its organizational identification number, if any, or (v) in its jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), unless (A) it shall have given Secured Parties not less than thirty (30) days’ prior written notice of its intention to do so and clearly describing such change and providing such other information in connection therewith as Secured Parties may reasonably request and (B) it shall have taken all action reasonably necessary to maintain the perfection and priority of the security interest of Secured Parties in the Collateral. Borrower agrees to promptly provide Secured Parties with certified organization documents reflecting any of the changes described in clauses (i), (iii), (iv) or (v) in the preceding sentence. Borrower also agrees to promptly notify Secured Parties of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility).

          (m)      Disposition of Collateral . Borrower will not (i) surrender or lose possession of (other than to Secured Parties), sell, assign (by operation of law or otherwise), lease, rent, or otherwise dispose of or transfer any of the Collateral or any right or interest therein, except (A) in the ordinary course of its business, (B) to another wholly-owned subsidiary of Borrower or (C) as otherwise as permitted in this Agreement, or (ii) to the extent in physical form, remove any of the Collateral from its present location (other than disposals of Collateral permitted by subsection (i)) except upon at least thirty (30) days’ prior written notice to Secured Parties.

          (n)      Separate Obligations and Liens . Borrower acknowledges and agrees that (i) the Obligations represent separate and distinct indebtedness, obligations and liabilities of Borrower to each of Secured Parties, which Borrower is separately obligated to each Secured Party to pay and perform, in each case regardless of whether or not any indebtedness, obligation or liability to any other Secured Party or any other person or entity, or any agreement, instrument or guaranty that evidences any such other indebtedness, liability or obligation, or any provision thereof, shall for any reason be or become void, voidable, unenforceable or discharged, whether by payment, performance, avoidance or otherwise; (ii) the Lien that secures each of Secured Parties’ respective Obligations (A) is separate and distinct from any and all other Liens on the Collateral, (B) is enforceable (subject to applicable bankruptcy and similar laws) without regard to whether or not any other Lien shall be or become void, voidable or unenforceable or the indebtedness, obligations or liabilities secured by any such other Lien shall be discharged, whether by payment, performance, avoidance or otherwise, and (C) shall not merge with or be impaired by any other Lien (subject to applicable bankruptcy and similar laws).

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     5.      Financing Statements . Borrower shall at its cost execute any Financing Statement (including without limitation the filing of notices with the United States Copyright Office and the United States Patent and Trademark Office), in respect of any security interest created pursuant to this Agreement which may at any time be required or which, in the opinion of Secured Parties, may at any time be desirable. If any recording or filing thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such lien or security interest, Borrower shall at its cost execute the same at the time and in the manner requested by Secured Parties. To the fullest extent permitted by applicable law, Borrower authorizes each Secured Party, and any agent acting on behalf of any Secured Party, to file any such Financing Statements without the signature of Borrower.

     6.      Borrower’s Rights Until Default . So long as an Event of Default, as defined in Section 7 below, has not occurred, Borrower shall have the right to possess the Collateral, manage its property and sell, lease, rent, or license its inventory and/or intellectual property in the ordinary course of business.

     7.      Event of Default . As used in this Agreement “ Event of Default ” shall have the meaning set forth in the Notes.

     8.      Rights and Remedies on Event of Default .

          (a)     Upon the occurrence of an Event of Default, Secured Parties, upon the election of the Note Holders, shall have the right, themselves or through any of their agents, with or without notice to Borrower (as provided below), as to any or all of the Collateral, by any available judicial procedure, or without judicial process (provided, however, that it is in compliance with the UCC), to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, Secured Parties, upon the election of the Required Note Holders, shall have the right upon the occurrence of an Event of Default to sell or otherwise dispose of all or any part of the Collateral, either at public or private sale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Required Note Holders, in their sole discretion, may deem advisable, and Secured Parties shall have the right to purchase at any such sale. Borrower agrees that a notice sent in accordance with Section 11 at least ten (10) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral in accordance with this Section 8 is to be made shall be reasonable notice of such sale or other disposition. The proceeds of any such sale, or other Collateral disposition shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like, and to Secured Parties’ reasonable attorneys’ fees and legal expenses, and then to the Obligations and to the payment of any other amounts required by applicable law, after which Secured Parties shall account to Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which Secured Parties are legally entitled, Borrower shall be liable for the deficiency, together with interest thereon at the rate of 10% per annum, and the reasonable fees of any attorneys Secured Parties employ to collect such deficiency; provided , however , that the foregoing shall not be deemed to require Secured Parties to resort to or initiate proceedings against the Collateral prior to the collection of any such deficiency from Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands against Secured Parties arising out of the retention or sale or lease of the Collateral or other exercise of Secured Parties’ rights and remedies with respect thereto in accordance with applicable law.

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          (b)     To the extent permitted by applicable law, any sale upon the occurrence of an Event of Default, whether under any power of sale hereby given or by virtue of judicial proceedings, shall operate to divest all Borrower’s right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the Collateral sold, and shall be a perpetual bar, both at law and in equity, against Borrower, its successors and assigns, and against all persons and entities claiming the Collateral sold or any part thereof under, by or through Borrower, its successors or assigns.

          (c)     Borrower appoints each Secured Party, and any officer, employee or agent of such Secured Party, with full power of substitution, as Borrower’s true and lawful attorney-in-fact, effective as of the date hereof, with power, upon the Required Note Holders’ election, in its own name or in the name of Borrower, upon the occurence of an Event of Default: (i) to receive, collect and endorse any notes, checks, drafts, money orders, or other instruments of payment in respect of the Collateral that may come into Secured Parties’ possession, (ii) to sign and endorse any drafts against Borrower, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; (iii) to pay or discharge taxes or Liens at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, issue receipt for, compromise, settle, sue for and recover monies due in respect of the Collateral; (v) to notify persons and entities obligated with respect to the Collateral to make payments directly to Secured Parties; (vi) to receive and open all mail addressed to Borrower and to notify postal authorities to change the address for the delivery of mail to Borrower to that of a Secured Party designated by the Required Note Holders; (vii) to file any claims or take any action or institute any proceedings which Secured Parties may deem necessary or desirable for the collection of any of the Collateral of Borrower or otherwise to enforce the rights of Secured Parties with respect to any of the Collateral; and (viii) generally, to do, at Secured Parties’ option and at Borrower’s expense, at any time, or from time to time, all acts and things and to execute any instrument which Secured Parties deems necessary or advisable to protect, preserve and realize upon the Collateral and Secured Parties’ security interest therein to effect the intent of this Agreement, all as fully and effectually as Borrower might or could do; and Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the Obligations are outstanding.

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          (d)     All of Secured Parties’ rights and remedies with respect to the Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.

     9.      Secured Parties’ Rights; Borrower Waivers .

          (a)     Secured Parties’ acceptance of partial or delinquent payment from Borrower under any Note or hereunder, or Secured Parties’ failure to exercise any right hereunder, shall not constitute a waiver of any obligation of Borrower hereunder, or any right of Secured Parties hereunder, and shall not affect in any way the right to require full performance at any time thereafter.

          (b)     Borrower waives, to the fullest extent permitted by law, (i) any right of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshaling of the Collateral or other collateral or security for the Obligations; (ii) any right to require any Secured Party (A) to proceed against any person or entity, (B) to exhaust any other collateral or security for any of the Obligations, (C) to pursue any remedy in Secured Party’s power, or (D) to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Collateral; and (iii) all claims, damages, and demands against any Secured Party arising out of the repossession, retention, sale or application of the proceeds of any sale of the Collateral.

     10.      Collateral Agent . At any time or times, in order to comply with any legal requirement in any jurisdiction or in order to effectuate any provision of this Agreement as determined in the discretion of the Required Note Holders, the Required Note Holders may, without the consent of or notice to Borrower, appoint any Secured Party, or any bank or trust company or any other person or entity to act as collateral agent (the “ Collateral Agent ”), either jointly with any Secured Party or separately, on behalf of Secured Parties with such power and authority as may be necessary for the effectual operation of the provisions hereof and specified in the instrument of appointment. Borrower acknowledges that: (i) the rights and responsibilities of the Collateral Agent under this Agreement or arising out of this Agreement shall, as between the Collateral Agent and Secured Parties, be governed by the matters as among Secured Parties and the Collateral Agent to which Borrower shall not be a third party or other beneficiary; and (ii) as between the Collateral Agent and Borrower, the Collateral Agent shall be conclusively presumed to be acting as agent for itself and Secured Parties with full and valid authority so to act or refrain from acting.

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     11.      Miscellaneous .

          (a)      Expenses . Borrower agrees to promptly pay all fees, costs and expenses incurred in connection with any matters contemplated by or arising out of this Agreement, the Notes or any other document related thereto, and all such fees, costs and expenses shall be part of the Obligations, payable on demand, including, but not limited to: (a) fees, costs and expenses incurred by Secured Parties (including reasonable attorneys’ fees) in connection with the examination, negotiation, review, and documentation of this Agreement, the Notes and any other document related thereto, and any amendments, waivers, consents, forbearances and other modifications relating hereto, including in connection with any workout or restructuring involving Borrower or thereto; and (b) fees, costs, expenses (including attorneys’ fees) of Secured Parties and costs of settlement incurred in any action to enforce this Agreement, or any other document related thereto or to collect any payments due from Borrower under this Agreement, or any other document related thereto.

          (b)      Indemnity . In addition to the payment of expenses pursuant to Section 11(a) , Borrower agrees to indemnify, pay and hold each Secured Party, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “ Indemnitees ”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement, or any other document related thereto, the consummation of the transactions contemplated by this Agreement, the use or intended use of the proceeds of any of the Notes, the existence or perfection of any Liens, or realization upon any Collateral, or the exercise of any right or remedy under this Agreement, or any other document related thereto (the “ Indemnified Liabilities ”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided , however , that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written notice.

          (c)      Amendment and Waiver . Neither this Agreement nor any part hereof may be changed, waived, or amended except by an instrument in writing signed by the Required Note Holders and by Borrower; and waiver on one occasion shall not operate as a waiver on any other occasion.

          (d)      Notices . Unless otherwise provided, any notice required or permitted under this Agreement shall be given pursuant to the terms of the Notes.

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          (e)      Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of, the successors and assigns of the parties hereto, including, without limitation, all future holders of the Notes.

          (f)      Governing Law . This Agreement and any controversy arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the Uniform Commercial Code of the State of Nevada as to matters within the scope thereof, and as to all other matters (including contract law, tort law and matters of fraud) shall be governed by, and construed in accordance with, the internal laws of the State of Florida, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Nevada.

          (g)      Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile or electronic exchange bearing the copies of a party’s signature shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile or electronic copies shall constitute enforceable original documents.

          (h)      Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

          (i)      Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

          (j)      Venue . Borrower and Secured Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the courts of the State of New York located in the City of New York, and the United States District Court for the Southern District of New York or, at the Required Note Holders’ option, any court in which the Required Note Holders determine it is necessary or appropriate to initiate legal or equitable proceedings in order to exercise, preserve, protect or defend any of Secured Parties’ rights and remedies hereunder or otherwise or to exercise, preserve, protect or defend Secured Parties’ Lien, and the priority thereof, against the Collateral, and which has subject matter jurisdiction over the matter in controversy. Borrower waives any right it may have to assert the doctrine of forum non conveniens or to object to such venue, and consents to any court ordered relief. Borrower waives personal service of process and agrees that a summons and complaint commencing an action or proceeding in any such court shall be promptly served and shall confer personal jurisdiction if served by registered or certified mail to Borrower. If Borrower fails to appear or answer any summons, complaint, process or papers so served within thirty (30) days after the mailing or other service thereof, it shall be deemed in default and an order of judgment may be entered against it as demanded or prayed for in such summons, complaint, process or papers. The choice of forum set forth herein shall not be deemed to preclude the enforcement of any judgment obtained in such forum, or the taking of any action hereunder to enforce the same, in any appropriate jurisdiction.

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          (k)      Waiver of Jury Trial . TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALING OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ANY OTHER PARTY HERETO TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

          (l)      Termination of Security Interest .

               (i)     The security interest granted herein shall terminate immediately and automatically upon the payment in full of the Obligations.

               (ii)     Upon termination of the security interest, Secured Parties shall promptly execute and deliver to Borrower such documents and instruments reasonably requested by Borrower, and shall take all actions necessary or appropriate to effect the release of such security interest.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above written.

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Secured Party Signature Page

Dated:                                                                         , 2014

(Each co-owner or joint owner must sign)

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SCHEDULE A

SECURED PARTIES

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EXHIBIT A

DESCRIPTION OF COLLATERAL

A.      Collateral . All personal property of Borrower (“ Borrower ” or “ Debtor ”) whether presently existing or hereafter created, written, produced or acquired, including, but not limited to:

     (i)     all accounts receivable, Accounts, Chattel Paper (including, without limitation, tangible Chattel Paper and electronic Chattel Paper), contract rights (including, without limitation, royalty agreements, license agreements and distribution agreements), documents, instruments, money, deposit accounts and general intangibles, including, without limitation, payment intangibles, returns, repossessions, books and records (including, without limitation, all records indicating, summarizing or evidencing its assets or liabilities, or its business operations or financial condition), and equipment containing said books and records, all financial assets, all investment property, including securities and securities entitlements;

     (ii)     all software, computer source codes and other computer programs and supporting information (collectively, the “ Software Products ”), and all common law and statutory copyrights and copyright registrations, applications for registration, now existing or hereafter arising, United States of America and foreign, obtained or to be obtained on or in connection with the Software Products, or any parts thereof or any underlying or component elements of the Software Products together with the right to copyright and all rights to renew or extend such copyrights and the right (but not the obligation) of any Secured Party to sue in its own name and/or the name of the Debtor for past, present and future infringements of copyright;

     (iii)     all goods, including, without limitation, equipment, fixtures and inventory (including, without limitation, all export inventory) and all computer programs embedded in goods and any supporting information;

     (iv)     all guarantees and other security therefor;

     (v)     all trademarks, service marks, trade names and service names and the goodwill associated therewith;

     (vi)     (a)     all patents and patent applications filed in the United States Patent and Trademark Office or any similar office of any foreign jurisdiction, and interests under patent license agreements, including, without limitation, the inventions and improvements described and claimed therein, (b) licenses pertaining to any patent whether Debtor is licensor or licensee, (c) all income, royalties, damages, payments, accounts and accounts receivable now or hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (d) the right (but not the obligation) to sue for past, present and future infringements thereof, (e) all rights corresponding thereto throughout the world in all jurisdictions in which such patents have been issued or applied for, and (f) the reissues, divisions, continuations, renewals, extensions and continuations-in-part with any of the foregoing (all of the foregoing patents and applications and interests under patent license agreements, together with the items described in clauses (a) through (f) in this paragraph are sometimes herein individually and collectively (“ Patents ”);

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     (vii)     all letter-of-credit rights, letters of credit, instruments, promissory notes, drafts and Documents;

     (viii)     all rights in respect of Obligations;

     (ix)      all interest with respect to any Commercial Tort Claims;

     (x)      all money, cash equivalents or other assets that now or hereafter come into the possession, custody or control of any Secured Party; and

     (xi)      all products and proceeds, including, without limitation, insurance proceeds, of any of the foregoing.

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SCHEDULE 4(f)

PERMITTED LIENS

A.     Those certain secured convertible promissory notes (as such notes may be amended, amended and restated, supplemented or otherwise modified from time to time) issued by the Borrower to certain lenders for whom Kalamalka Partners Ltd. (“ Kalamalka ”) is acting as agent pursuant to (i) that certain Agency and Interlender Agreement dated August 10, 2012 (as may be amended, amended and restated, supplemented or otherwise modified from time to time), and (ii) that certain Agency and Interlender Agreement dated November 14, 2013 (as may be amended, amended and restated, supplemented or otherwise modified from time to time), in each case of (i) and (ii), between Kalamalka and the lenders set forth therein.

B.     Discounted bills of exchange, discounting or factoring of receivables or other similar arrangements, in each case incurred in the ordinary course of business.

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NOTE EXCHANGE AGREEMENT

     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 ”).

WHEREAS:

NOW THEREFORE THE PARTIES HERETO AGREE as follows:

[Signature Page Follows]

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CONVERSION AGREEMENT

     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 ”.

WHEREAS:

NOW THEREFORE THE PARTIES HERETO AGREE as follows:

[Signature Pages Follow]

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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”).

NONE OF THE SECURITIES TO WHICH THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

THE HOLDER OF THE SECURITIES REPRESENTED HEREBY MUST NOT TRADE THE SECURITIES IN OR FROM A JURISDICTION OF CANADA UNLESS THE CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER THE COUNTER MARKETS ARE MET.

DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT (this “ Agreement ”) is dated for reference the 7th day of April, 2014.

BETWEEN:

AND:

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WHEREAS:

A.     The Company is indebted to the Subscriber pursuant to a promissory note dated October 2, 2013 (the “ Promissory Note ”) between the Subscriber and the Company in the principal amount of $300,000 of which an amount of $128,704.63 is currently due and payable by the Company (the “ Indebtedness ”);

B.     The Company is conducting a financing pursuant to a Term Sheet executed with Noble Financial Capital Markets (Noble Financial Group, Inc.) in the form attached hereto as Schedule A (the “ Private Placement Offering ”);

C.     The Company wishes to settle (the “ Settlement ”) the Indebtedness by issuing to the Subscriber a 6% Senior Secured Convertible Promissory Note in the form attached hereto as Schedule B (the “Settlement Note ”) and which form is issued in connection with a debt financing of up to $879,000 which is to close on or about the date hereof (the “Bridge Financing”), which Settlement Note shall be shall be automatically convertible into those securities of the Company issued in connection with the Private Placement Offering. The issuance of the Settlement Note will be considered full discharge and complete satisfaction of the Indebtedness, and the Subscriber has agreed to accept such consideration in full satisfaction of the Indebtedness;

D.     The Settlement will be conditional upon the Subscriber purchasing an additional 6% Senior Secured Convertible Promissory Note (a “Bridge Note”) in the amount of $128,704.63 in connection with the Bridge Financing, which is to occur no later than April 7 ^th , 2014.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.      Payment of Indebtedness

1.1     Provided that the Subscriber has participated in the Private Placement Offering for the Minimum Investment, as full and final payment of the Indebtedness, the Company will on the Closing Date (as defined herein) issue to the Subscriber the Note, as fully paid and non-assessable, and the Subscriber will accept the Note as full and final payment of the Outstanding Amount.

2.       Release

2.1     The Subscriber hereby agrees that upon delivery of the Note by the Company in accordance with the provisions of this Agreement, the Indebtedness will be fully satisfied and extinguished, and the Subscriber will remise, release and forever discharge the Company and its respective directors, officers, employees, successors, solicitors, agents and assigns from any and all obligations relating to the Indebtedness.

2.2     Prior to receiving the Note, the Subscriber must complete, sign and return to the Company two executed copies of this Agreement. This Agreement shall be binding on the Subscriber upon delivery to the Company of a copy of this Agreement.

3.       Documents Required from Subscriber

3.1     The Subscriber must complete, sign and return to the Company:

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3.2     The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, the OTC Bulletin Board, stock exchanges and applicable law.

4.       Closing

4.1 Closing of the offering of the Notes (the “ Closing ”) shall be conditional upon the Subscriber having participated in the Private Placement Offering for the Minimum Investment and shall occur on such date as may be determined by the Company and the Subscriber (the “ Closing Date ”).

5.       Acknowledgements of Subscriber

5.1     The Subscriber acknowledges and agrees that:

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6.       Representations, Warranties and Covenants of the Subscriber

6.1     The Subscriber hereby represents and warrants to and covenants with the Company, as of the date of this Agreement that:

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6.2     In this Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Agreement includes any person in the United States.

7.       Indemnity and hold harmless

7.1    The Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;

8.       Acknowledgement and Waiver

8.1    The Subscriber has acknowledged that the decision to acquire the Notes was made based solely on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Notes. Because the Subscriber is not acquiring the Notes under a prospectus, the Subscriber will not have the civil protections, rights and remedies that would otherwise be available to the Subscriber under the securities laws in Canada, including statutory rights of rescission or damages.

9.       Representations and Warranties will be Relied Upon by the Company

9.1    The Subscriber acknowledges that the acknowledgements, representations and warranties contained herein are made by it with the intention that they may be relied upon by the Company and its legal counsel in determining the Subscriber's eligibility to acquire the Notes under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to acquire the Notes under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Notes, it will be representing and warranting that the acknowledgements representations and warranties contained herein are true and correct as of the date hereof and the date of delivery and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of all of the Notes.

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10.       Collection of Personal Information

10.1     The Subscriber acknowledges and consents to the fact that the Company is collecting the Subscriber's personal information for the purpose of fulfilling this Agreement and completing the allotment of Notes. The Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be disclosed by the Company to (a) stock exchanges or securities regulatory authorities, (b) the Company's registrar and transfer agent, (c) tax authorities, (d) law enforcement authorities, (e) authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (f) any of the other parties involved in the allotment and issuance, including legal counsel, and may be included in the Company’s record books. By executing this Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) and to the retention of such personal information for as long as permitted or required by law or business practice. Notwithstanding that the Subscriber may be acquiring Notes as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Company in order to comply with the foregoing.

Furthermore, the Subscriber is hereby notified that:

11.       Costs

11.1     The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Notes shall be borne by the Subscriber.

12.       Governing Law

12.1     This Agreement is governed by the laws of the State of Nevada. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorns to the exclusive jurisdiction of the Courts of the State of Nevada.

13.       Survival

13.1     This Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the acquisition of the Notes by the Subscriber pursuant hereto.

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16.       Entire Agreement

16.1     Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the parties with respect to the sale of the Notes and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

17.       Notices

17.1     All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall be directed to the delivery address on the first page of this Agreement and notices to the Company shall be directed to it at the address stated on the first page of this Agreement.

18.       Counterparts and Electronic Means

18.1     This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereinafter set forth.

IN WITNESS WHEREOF the Subscriber has duly executed this Agreement as of the date hereinafter set forth.

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A C C E P T A N C E

The above-mentioned Agreement in respect of the acquisition of the Notes is hereby accepted by Naked Brand Group Inc.

DATED at Vancouver, British Columbia, the 7th day of April, 2014.

Per:
	Joel Primus, President and CEO

AMENDMENT TO SECURITY AGREEMENTS

THIS AMENDMENT (this “ Amendment ”) is dated April 4, 2014 (the “ Amendment Date ”)

AMONG :

NAKED BRAND GROUP INC. , a Nevada corporation

(“ NBGI ”)

AND:

NAKED INC. , a Nevada corporation

(“ Naked ” and together with NBGI, the “ Debtors ”)

AND :

KALAMALKA PARTNERS LTD. (“ Kalamalka ”), a British Columbia company

WHEREAS :

NOW THEREFORE THE PARTIES HERETO AGREE as follows:

“other than in connection with the Bridge Notes and the Offering Debentures,”

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[Signature Pages Follow]

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AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE

THIS AMENDMENT (this “ Amendment ”) is dated April 4, 2014 (the “ Amendment Date ”)

BETWEEN :

AND :

WHEREAS :

NOW THEREFORE THE PARTIES HERETO AGREE as follows:

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3

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[Signature Pages Follow]

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AMENDMENT TO PROMISSORY NOTE

THIS AMENDMENT (this “ Amendment ”) is dated April 4, 2014 (the “ Amendment Date ”)

BETWEEN :

AND :

WHEREAS :

NOW THEREFORE THE PARTIES HERETO AGREE as follows:

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3

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[Signature Pages Follow]

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INTER-LENDER AGREEMENT

     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 ”.

RECITALS

     A.     Pursuant to (i) that certain Agency and Interlender Agreement dated August 10, 2012 (as may be amended, amended and restated, supplemented or otherwise modified from time to time), and (ii) that certain Agency and Interlender Agreement dated November 14, 2013 (as may be amended, amended and restated, supplemented or otherwise modified from time to time), in each case of (i) and (ii), between Kalamalka and the Kalamalka Lenders, Kalamalka is the designated agent for the Kalamalka Lenders in respect of certain loans (the “ Kalamalka Loans ”) made by such lenders to the “ Borrowers pursuant to certain secured convertible promissory notes (such notes, as may be amended, amended and restated, supplemented or otherwise modified from time to time, the “ Kalamalka Notes ”).

     B.     Pursuant to (i) that certain Security Agreement dated November 14, 2013 (as may be amended, amended and restated, supplemented or otherwise modified from time to time); (ii) that certain Amended and Restated Security Agreement dated November 14, 2013 (as may be amended, amended and restated, supplemented or otherwise modified from time to time), in each case of (i) and (ii), made by NBGI in favor of Kalamalka in its capacity as agent for the Kalamalka Lenders; (iii) that certain Security Agreement dated November 14, 2013 (as may be amended, amended and restated, supplemented or otherwise modified from time to time); and (iv) that certain Amended and Restated Security Agreement dated November 14, 2013 (as may be amended, amended and restated, supplemented or otherwise modified from time to time), in each case of (iii) and (iv), made by Naked in favor of Kalamalka in its capacity as agent for the Kalamalka Lenders ((i) – (iv) collectively, the “ Kalamalka Secured Documents ”), Kalamalka was granted a Security Interest (as such term is defined in the Kalamalka Secured Documents) in certain collateral to secure the Kalamalka Loans (such security interest and all liens created pursuant thereto, the “ Kalamalka Security ”).

     C.     Pursuant to that certain Agency and Interlender Agreement dated as of the date hereof between CSD and the lenders set forth therein (collectively, the “ Bridge Lenders ”), CSD is the designated agent for the Bridge Lenders in respect of certain secured loans (the “ Bridge Loans ”) made by such lenders to the Borrowers pursuant to certain secured convertible promissory notes (such notes, as may be amended, amended and restated, supplemented or otherwise modified from time to time, the “ Bridge Notes ”), as well as the Bridge Security (as defined below) granted by NBGI in connection with the Bridge Loans. The Bridge Notes shall be converted into and exchanged (in whole or in part) into any other securities issued by NBGI in connection with the Offering (as defined below).

     D.     Pursuant to that certain Security Agreement dated as of the date hereof by and among NBGI and the Bridge Lenders (such agreement, the “ Bridge Secured Document ”), NBGI granted to the Bridge Lenders a security interest in certain collateral to secure the Bridge Loans (such security interest and all liens created pursuant thereto, the “ Bridge Security ”).

     E.     Following the issuance of the Bridge Notes, NBGI intends to complete a round of equity financing through a private placement (the “ Offering ”) of certain secured convertible debentures (the “ Offering Debentures ”).

     F.     In order to induce the Bridge Lenders to make the Bridge Loans to the Borrowers, Kalamalka and the Kalamalka Lenders each desire to enter into this Agreement with CSD.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

     1.     From and after the date hereof until the date that is the initial closing date of the Offering (such initial closing, the “ Closing ”, and such period the “ Block Period ”), Kalamalka shall not and the Kalamalka Lenders shall not authorize or direct Kalamalka to, without the prior written consent of CSD (which consent may be withheld or denied in its sole discretion), take any action, or enforce any right (whether arising in law or equity, or under any of the Kalamalka Secured Documents, Kalamalka Notes or any other agreement entered into in connection with the Kalamalka Loans (as may be amended, amended and restated, supplemented or otherwise modified from time to time) (collectively, the “ Kalamalka Loan Documents ”)) against any of the Borrowers in respect of the Kalamalka Loans and/or the Kalamalka Security. From and after the Closing (including following the conversion of any Offering Debentures into any other securities of any of the Borrowers), Kalamalka shall provide CSD with a written notice of at least 119 days prior to taking any action or enforcing any right (whether arising in law or equity, or under any of the Kalamalka Loan Documents) against any of the Borrowers in respect of the Kalamalka Loans and/or the Kalamalka Security (such period, the “ Standstill Period ”).

     2.     Notwithstanding (i) the date, time, method, manner or order of grant, attachment or perfection of each of the Kalamalka Security and the Bridge Security, (ii) any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law, (iii) any provision of any of the (a) Kalamalka Loan Documents or (b) Bridge Secured Document, Bridge Notes and any other agreement entered into in connection with the Bridge Loans (as may be amended, amended and restated, supplemented or otherwise modified from time to time) (collectively, the “ Bridge Loan Documents ”), (iv) any defect or deficiencies in the Kalamalka Security or the Bridge Security (including, without limitation, as to creation, attachment, validity, perfection or priority), or (v) any other circumstance whatsoever, the Kalamalka Security and the Bridge Security shall be of equal priority. Further, Kalamalka and each of the Kalamalka Lenders, at such Parties’ sole cost and expense, shall promptly execute and deliver to CSD any documents or agreements that are reasonably necessary to allow the Kalamalka Security and the Bridge Security to be treated as having equal priority, including any consents required under or waivers in respect of any provisions of any of the Kalamalka Loan Documents. Notwithstanding the equal priority of the Kalamalka Security and the Bridge Security, during the Block Period and the Standstill Period, CSD shall have the sole and exclusive right to take any action or enforce any right (whether arising in law or equity, or under any of the Bridge Loan Documents) against any of the Borrowers in respect of the Bridge Loans and/or the Bridge Security, provided that (i) CSD shall consult with Kalamalka prior to taking any such action or enforcing any such right, (ii) to the extent CSD forecloses on any collateral that is the subject of each of the Kalamalka Security and the Bridge Security (such collateral, the “ Shared Collateral ”), CSD shall deal with and exercise its rights in respect of such collateral in a manner consistent with the equal priority of the Kalamalka Security and the Bridge Security, and (iii) to the extent any settlement is reached between CSD and the Borrowers, including in respect of any Shared Collateral, such settlement shall apply in a manner consistent with the equal priority between the Kalamalka Security and the Bridge Security. Neither Kalamalka nor any of the Kalamalka Lenders shall take any action or position that is contrary to that taken by CSD in respect of the Bridge Loans and/or Bridge Security.

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     3.     The Parties acknowledge and accept that the Offering Debentures will rank pari passu with the Kalamalka Notes and the Bridge Notes. In accordance therewith, each of the Parties shall promptly execute and deliver to NBGI any documents or agreements that are reasonably necessary to allow the Offering Debentures, the Kalamalka Notes and the Bridge Notes to be treated as having equal priority, including any consents required under or waivers in respect of any provisions of any of the Kalamalka Loan Documents and the Bridge Loan Documents.

     4.     Each Party will not (and hereby waives any right to) question or contest or support any other person in contesting, in any proceeding, the perfection, priority, validity, attachment or enforceability of the Kalamalka Security or the Bridge Security (as applicable), or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of either Party to enforce this Agreement.

     5.     In the event of either Borrower’s insolvency, reorganization or any case or proceeding under any bankruptcy or insolvency law or laws relating to the relief of debtors, these provisions shall remain in full force and effect.

     6.     The Parties acknowledge that CSD is the designated agent for the Bridge Lenders and is not, and does not intend to, act as agent for the Kalamalka Lenders, and nothing herein shall be construed to the contrary.

     7.     Kalamalka and the Kalamalka Lenders shall jointly and severally indemnify CSD for any and all liabilities, breaches, obligations, losses, damages, penalties, actions, claims, demands, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (collectively “ Losses ”) that may be suffered by, imposed on, incurred by or asserted against CSD whether groundless or otherwise, howsoever arising from or out of any act, omission or error of CSD in any way relating to or arising out of this Agreement or the enforcement of any of the terms hereof, including fees and expenses of special counsel, but excluding any Losses arising solely from CSD’s gross negligence or intentional misconduct. The obligations under this Section 6 shall survive the termination of this Agreement.

     8.     This Agreement may be terminated at any time by the mutual consent of the Parties, and shall automatically terminate on the earlier of (i) the satisfaction of all of the Borrowers’ obligations in connection with the Kalamalka Loans (including under any of the Kalamalka Loan Documents), as well as the termination of the Kalamalka Security, and (ii) the satisfaction of all of the Borrowers’ obligations in connection with the Bridge Loans (including under any of the Bridge Loan Documents), as well as the termination of the Bridge Security.

     9.     Each Party represents and warrants to each other Party that (i) all necessary action on the part of such Party, its officers, directors, managers, partners, members and shareholders, as applicable, necessary for the authorization of this Agreement and the performance of all obligations of such Party hereunder has been taken, (ii) this Agreement constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, and (iii) the execution, delivery and performance of and compliance with this Agreement by such Party will not (a) result in any material violation or default of any term of any of such Party’s charter, formation or other organizational documents (such as Articles or Certificate of Incorporation, bylaws, partnership agreement, operating agreement, etc.) or (b) violate any material applicable law, rule or regulation.

     10.     Kalamalka and each of the Kalamalka Lenders acknowledges and agrees that (i) CSD and its present or former members, employees, officers, managers, representatives and affiliates and the immediate family members of any of the foregoing persons are or may become in the future a party to or a beneficiary of a contract with any of the Borrowers or have or may have in the future an interest in any property used or held for use by any of the Borrowers or take actions that may conflict with the interests of the Lenders (the “ Affiliate Activities ”), (ii) CSD is not under any duty to disclose to Kalamalka or any of the Kalamalka Lenders or use on behalf of Kalamalka or any of the Kalamalka Lenders any information whatsoever about or derived from the Affiliate Activities or to account for any revenue or profits obtained in connection with the Affiliate Activities as a result of acting as an agent (or in any other capacity) hereunder and under the Bridge Loan Documents, and (iii) CSD is not required to restrict any of its activities as a result of acting as an agent (or in any other capacity) hereunder and under the Bridge Loan Documents and that it may undertake any activities without further consultation with or notification to Kalamalka or any of the Kalamalka Lenders.

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     11.     For so long as the aggregate Principal (as defined in the Kalamalka Notes) outstanding under the Kalamalka Notes is greater than USD$250,000, Kalamalka may, in its sole discretion, request in writing to the Borrowers that the Borrowers provide, and promptly following the receipt of such request the Borrowers shall provide, to Kalamalka, at Kalamalka’s sole cost and expense, a copy of any financial or other similar report in respect of the Borrower’s performance and operations that (i) have been provided to each of the members of the board of directors of the Borrowers in connection with a regular or special meeting of such board of directors and (ii) is not otherwise contemplated to be provided pursuant to the Kalamalka Notes (the “ Reports ”). Such Reports may be shared with the Kalamalka Lenders, but otherwise each of Kalamalka and the Kalamalka Lenders shall keep confidential and not disclose in any manner whatsoever to any third party the Reports provided pursuant to this Section 11; provided that such Reports may be disclosed to: (i) such Party’s advisors and other representatives, provided that each such advisor or representative in receipt of such confidential information agrees to observe the confidentiality obligations contained herein and such Party shall be responsible for any breach by such advisor or representative of such confidentiality obligations, and (ii) governmental authorities as required by applicable law, regulation or valid and effective legal process. The confidentiality obligations contained herein shall survive any termination of this Agreement for a period of 10 years following the date of such termination. Kalamalka and the Kalamalka Lenders are aware of and shall advise their respective advisors and representatives as to any restriction imposed by applicable securities laws on the purchase and sale of securities by persons in receipt of non-public information regarding the issuer of such securities and the communication of such information to any person when it is reasonably foreseeable that such person is likely to trade in such securities in reliance upon such information. In addition, as of the date hereof, each of Kalamalka and the Kalamalka Lenders hereby agrees that any financing information of the Borrowers provided pursuant to and in accordance with any of the Kalamalka Loan Documents shall be deemed confidential information and subject to the obligations contained in this Section 11. The confidentiality obligations contained herein shall not apply to information that (i) at the time of disclosure is generally available to the public (other than as a result of a disclosure by Kalamalka or the Kalamalka Lenders in breach of this Agreement), (ii) is or becomes available to Kalamalka or the Kalamalka Lenders on a non-confidential basis from a source that is not prohibited from disclosing such information to Kalamalka or the Kalamalka Lenders (as applicable), or (iii) is no longer considered confidential by the Borrowers.

     12.     NBGI agrees to reimburse Kalamalka (as promptly as practicable following the date hereof and after receipt of a detailed invoice therefor) for all reasonable fees and disbursements of its legal counsel incurred strictly in connection with the preparation of this Agreement, the amendments to the Kalamalka Notes and the Kalamalka Secured Documents, and any other agreement contemplated by NBGI and Kalamalka to be entered into by Kalamalka in connection with the Bridge Loans (such fees and disbursements, collectively, the “ Legal Fees ”); provided further that the Legal Fees shall not exceed USD$5,000.

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     13.     This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

     14.     This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the State of New York in any action, suit, or proceeding of any kind, against it which arises out of or by reason of this Agreement. THE PARTIES WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN.

     15.     This Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and commitments. This Agreement may be amended only by a written instrument signed by the Parties; provided that the signature of the Borrowers shall only be required in respect of an amendment to Sections 11, 12, 13, 14, 15, and/or 16 hereof.

     16.     In the event of any legal action to enforce the rights of a Party, the Party prevailing in such action shall be entitled, in addition to such other relief as may be granted, all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in such action.

[Signature Pages Follow]

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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”).

NONE OF THE SECURITIES TO WHICH THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT (this “ Agreement ”) is dated for reference the 3rd day of April, 2014.

BETWEEN:

AND:

WHEREAS:

A.     The Company is indebted to the Subscriber pursuant to a promissory note dated August 1, 2013 (the “ Promissory Note ”) between the Subscriber and the Company in the principal amount of $75,000 plus accrued interest therein of $4,685 for a total amount of $79,685 (the “ Indebtedness ”);

B.     The Company wishes to settle the Indebtedness by allotting and issuing to the Subscriber 796,850 shares of common stock of the Company (the “Shares” ) at a deemed price of $0.10 per Share in full discharge and complete satisfaction of the Indebtedness, and the Subscriber has agreed to accept such consideration in full satisfaction of the Indebtedness; and

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C.     The Company and the Subscriber have agreed that the Shares will be subject to a twelve (12) month lock-up period (the “ Lock-up Period ”).

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.      Payment of Indebtedness

1.1    As full and final payment of the Indebtedness, the Company will on the Closing Date (as defined herein) issue to the Subscriber the Shares, as fully paid and non-assessable, and the Subscriber will accept the Shares as full and final payment of the Outstanding Amount.

2.       Release

2.1    The Subscriber hereby agrees that upon delivery of the Shares by the Company in accordance with the provisions of this Agreement, the Indebtedness will be fully satisfied and extinguished, and the Subscriber will remise, release and forever discharge the Company and its respective directors, officers, employees, successors, solicitors, agents and assigns from any and all obligations relating to the Indebtedness.

2.2     Prior to receiving the Shares, the Subscriber must complete, sign and return to the Company an executed copy of this Agreement. This Agreement shall be binding on the Subscriber upon delivery to the Company of a copy of this Agreement.

3.       Documents Required from Subscriber

3.1    The Subscriber must complete, sign and return to the Company:

3.2     The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, the OTC Bulletin Board, stock exchanges and applicable law.

4.       Closing

4.1     Closing of the offering of the Shares (the “ Closing ”) shall occur on such date as may be determined by the Company and the Subscriber (the “ Closing Date ”).

5.       Acknowledgements of Subscriber

5.1     The Subscriber acknowledges and agrees that:

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6.       Representations, Warranties and Covenants of the Subscriber

6.1     The Subscriber hereby represents and warrants to and covenants with the Company, as of the date of this Agreement that:

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6.2     In this Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Agreement includes any person in the United States.

7.       Indemnity and hold harmless

7.1     The Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein, the Acknowledgement or in any other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;

8.       Acknowledgement and Waiver

8.1     The Subscriber has acknowledged that the decision to acquire the Shares was made based solely on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares. Because the Subscriber is not acquiring the Shares under a prospectus, the Subscriber will not have the civil protections, rights and remedies that would otherwise be available to the Subscriber under the securities laws in Canada, including statutory rights of rescission or damages.

9.       Representations and Warranties will be Relied Upon by the Company

9.1     The Subscriber acknowledges that the acknowledgements, representations and warranties contained herein are made by it with the intention that they may be relied upon by the Company and its legal counsel in determining the Subscriber's eligibility to acquire the Shares under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to acquire the Shares under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Shares, it will be representing and warranting that the acknowledgements representations and warranties contained herein are true and correct as of the date hereof and the date of delivery and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of all of the Shares.

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10.       Resale Restrictions and Lock-up Period

10.1     The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

10.2     The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 10.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period.

10.3     For the duration of the Lock-up Period, the Subscriber agrees that it will not sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever, any of the Shares or beneficial ownership of or any interest in the Shares and the Company shall not accept or acknowledge any transfer, assignment, declaration of trust or any other document evidencing a change in legal and beneficial ownership of or interest in the Shares, except as may be required by reason of the death or bankruptcy of the Subscriber, in which case the Company shall hold the certificate or certificates for the Shares subject to this Agreement for whatever person or persons, firm or corporation may thus become legally entitled thereto.

11.       Collection of Personal Information

11.1     The Subscriber acknowledges and consents to the fact that the Company is collecting the Subscriber's personal information for the purpose of fulfilling this Agreement and completing the allotment of Shares. The Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be disclosed by the Company to (a) stock exchanges or securities regulatory authorities, (b) the Company's registrar and transfer agent, (c) tax authorities, (d) law enforcement authorities, (e) authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (f) any of the other parties involved in the allotment and issuance, including legal counsel, and may be included in the Company’s record books. By executing this Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) and to the retention of such personal information for as long as permitted or required by law or business practice. Notwithstanding that the Subscriber may be acquiring Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Company in order to comply with the foregoing.

Furthermore, the Subscriber is hereby notified that:

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12.       Costs

12.1     The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber.

13.       Governing Law

13.1     This Agreement is governed by the laws of the State of Nevada. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorns to the exclusive jurisdiction of the Courts of the State of Nevada.

14.       Survival

14.1     This Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the acquisition of the Shares by the Subscriber pursuant hereto.

17.       Entire Agreement

17.1     Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

18.       Notices

18.1     All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall be directed to the delivery address on the first page of this Agreement and notices to the Company shall be directed to it at the address stated on the first page of this Agreement.

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19.       Counterparts and Electronic Means

19.1     This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereinafter set forth.

IN WITNESS WHEREOF the Subscriber has duly executed this Agreement as of the date hereinafter set forth.

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A C C E P T A N C E

The above-mentioned Agreement in respect of the acquisition of the Shares is hereby accepted by Naked Brand Group Inc.

DATED at Vancouver, British Columbia , the 3rd day of April, 2014.

Per:
	Authorized Signatory

WARRANT AGREEMENT

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 ”).

WHEREAS:

NOW THEREFORE THE PARTIES HERETO AGREE as follows:

[Signature Page Follows]

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EXHIBIT A

Form of Warrant Issuance Agreement

[See Attached]

EXHIBIT A

THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THIS “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN ISSUED 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”).

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

THE HOLDER OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES MUST NOT TRADE THE SECURITIES IN OR FROM A JURISDICTION OF CANADA UNLESS THE CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER THE COUNTER MARKETS ARE MET.

WHEREAS:

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1.       Warrant Issuance

1.1     In consideration of the Subscriber entering into the Amendments, the Issuer agrees to issue to the Subscriber an aggregate of _______________share purchase warrants of the Issuer having the terms and conditions set out in the warrant certificates attached hereto as Exhibit “B” (the “ Warrants ”).

1.2     Subject to the terms of this Agreement, the Agreement will be effective upon its acceptance by the Issuer.

1.3     Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States.

2.        Documents Required from Subscriber

2.1     The Subscriber must complete, sign and return to the Issuer the following documents:

2.2     The Subscriber shall complete, sign and return to the Issuer as soon as possible, on request by the Issuer, any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities and applicable law.

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2.3     Both parties to this Agreement acknowledge and agree that Clark Wilson LLP has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and Clark Wilson LLP have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and Clark Wilson LLP that the Subscriber has sought independent legal advice or waives such advice.

3.        Conditions and Closing

3.1     The closing of the issuance of the Warrants (the “ Offering ”) to the Subscriber (the “ Closing ”) shall occur on or before April ____, 2014, or on such other date as may be determined by the Issuer in its sole discretion (the “ Closing Date ”).

3.2     The Closing is conditional upon and subject to:

3.3     On the Closing Date, the Subscriber acknowledges that the certificates representing the Warrants will be available for delivery, provided that the Subscriber has satisfied the requirements of Section 2 hereof and the Issuer has accepted this Agreement.

4.        Acknowledgements and Agreements of Subscriber

4.1     The Subscriber acknowledges and agrees that:

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5.        Representations, Warranties and Covenants of the Subscriber

5.1     The Subscriber hereby represents and warrants to and covenants with the Issuer (which representations, warranties and covenants shall survive the Closing) that:

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5.2    In this Agreement, the term “ U.S. Person ” shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Agreement includes any person in the United States.

6.       Representations and Warranties will be Relied Upon by the Issuer

6.1    The Subscriber acknowledges that the representations and warranties contained herein are made by it with the intention that such representations and warranties may be relied upon by the Issuer and its legal counsel in determining the Subscriber’s eligibility to acquire the Warrants under applicable legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to acquire the Warrants under applicable legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Warrants on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the acquisition by the Subscriber of the Warrants and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of any of the Securities.

7.       Legending and Registration of Securities

7.1    If the Subscriber is a resident of Canada, the Subscriber hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates or other document representing any of the Securities will bear a legend in substantially the following form:

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7.2     The Subscriber hereby acknowledges and agrees to the Issuer making a notation on their records or giving instructions to their registrar and transfer agent in order to implement the restrictions on transfer set forth and described in this Agreement.

8.        Resale Restrictions

8.1     The Subscriber acknowledges that the Securities are subject to resale restrictions in Canada and the United States and may not be traded in Canada or the United States except as permitted by the applicable federal, state and provincial securities laws and the rules made thereunder.

9.        Collection of Personal Information

9.1     The Subscriber acknowledges and consents to the fact that the Issuer is collecting the Subscriber’s personal information for the purpose of fulfilling this Agreement and completing the Offering. The Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be disclosed by the Issuer to (a) stock exchanges or securities regulatory authorities, (b) the Issuer’s registrar and transfer agent, (c) Canadian tax authorities, (d) authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (e) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) for the foregoing purposes and to the retention of such personal information for as long as permitted or required by law or business practice. Notwithstanding that the Subscriber may be acquiring Securities as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the nature and identity of such undisclosed principal, and any interest that such undisclosed principal has in the Issuer, all as may be required by the Issuer in order to comply with the foregoing.

Furthermore, the Subscriber is hereby notified that:

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Administrative Assistant to the Director of Corporate Finance
Ontario Securities Commission
Suite 1903, Box 55
20 Queen Street West
Toronto, ON M5H 3S8
Telephone: (416) 593-8086

10.       Costs

10.1    The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the acquisition of the Warrants shall be borne by the Subscriber.

11.       Governing Law

11.1    This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia.

12.       Currency

12.1    Any reference to currency in this Agreement is to the currency of the United States unless otherwise indicated.

13.       Survival

13.1    This Agreement, including, without limitation, the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the acquisition of the Securities by the Subscriber pursuant hereto.

16.       Entire Agreement

16.1     Except as expressly provided in this Agreement and in the exhibits, agreements, instruments and other documents attached hereto or contemplated or provided for herein, this Agreement contains the entire agreement between the parties with respect to the acquisition of the Warrants and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Issuer or by anyone else.

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17.       Notices

17.1     All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication, including facsimile, electronic mail or other means of electronic communication capable of producing a printed copy. Notices to the Subscriber shall be directed to the address of the Subscriber set forth on page 10 of this Agreement and notices to the Issuer shall be directed to it at the address of the Issuer set forth on page 1 of this Agreement.

18.       Counterparts and Electronic Means

18.1     This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereinafter set forth.

20.1     The Subscriber will indemnify and hold harmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Agreement, the Questionnaire, or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith.

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IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as of the date of acceptance by the Issuer.

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ACCEPTANCE

The Issuer hereby accepts the subscription as set forth above on the terms and conditions contained in this Private Placement Subscription Agreement as of the _____day of April, 2014.

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EXHIBIT “A”

CANADIAN INVESTOR QUESTIONNAIRE

Capitalized terms used in this Questionnaire and not specifically defined have the meaning ascribed to them in the Warrant Issuance Agreement between the Subscriber and the Issuer to which this Exhibit A is attached.

In connection with the acquisition by the Subscriber (being the undersigned, or if the undersigned is acquiring the Securities as agent on behalf of a disclosed beneficial Subscriber, such beneficial Subscriber, shall be referred herein as the “ Subscriber ”) of the Securities, the Subscriber hereby represents, warrants and certifies to the Issuer that the Subscriber:

In connection with the acquisition of the Securities of the Issuer, the Subscriber hereby represents, warrants, covenants and certifies that:

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The above representations and warranties will be true and correct both as of the execution of this certificate and as of the closing time of the purchase and sale of the Securities and acknowledges that they will survive the completion of the issuance of the Securities.

The Subscriber acknowledges that the foregoing representations and warranties are made by the undersigned with the intent that they be relied upon in determining the suitability of the Subscriber as a Subscriber of the Securities and that this certificate is incorporated into and forms part of the Agreement and the undersigned undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of the Securities.

By completing this certificate, the Subscriber authorizes the indirect collection of this information by each applicable regulatory authority or regulator and acknowledges that such information is made available to the public under applicable legislation.

DATED as of _______day of April, 2014.

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EXHIBIT “B”

FORM OF WARRANT CERTIFICATE