Exhibit
10.7


 





Naked
Brand Group Limited 


Up
to $300,000,000 of Ordinary Shares


 


Equity
Distribution Agreement


 


November
8, 2021


 


Maxim
Group LLC


405
Lexington Avenue


New
York, New York 10174


 


Ladies
and Gentlemen:


 


Naked
Brand Group Limited, a company incorporated under the laws of Australia (the “Company”), proposes to issue
and sell through Maxim Group LLC (the “Agent”), as sales agent, ordinary shares, with no par value (“Ordinary
Shares”), of the Company (the “Shares”) having an aggregate offering price of up to $300,000,000
on terms set forth herein. The Shares consist entirely of authorized but unissued Ordinary Shares to be issued and sold by the Company.


 


The
Company hereby confirms its agreement with the Agent (this “Agreement”) with respect to the sale of the Shares.


 





1.
Representations and Warranties of the Company.


 


(a)
The Company represents and warrants to, and agrees with, the Agent as follows:


 


(i)
A registration statement on Form F-3 has been filed by the Company with the Securities and Exchange Commission (the “Commission”)
in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act of 1933”),
and the rules and regulations promulgated thereunder (the “Rules and Regulations” and collectively with the
Securities Act of 1933, the “Securities Act”). No stop order of the Commission preventing or suspending the
use of the Base Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below) or any
Permitted Free Writing Prospectus (as defined below), has been issued, and no proceedings for such purpose have been instituted or, to
the Company’s knowledge, are contemplated by the Commission. Except where the context otherwise requires, “Registration
Statement,” as used herein, means the registration statement on Form F-3 filed by the Company on May 18, 2021, as the same
may be amended from time to time and at the time of such registration statement’s effectiveness for purposes of Section 11 of the
Securities Act, as such section applies to the Agent, including (1) all documents filed as a part thereof or incorporated or deemed to
be incorporated by reference therein, (2) any information contained or incorporated by reference in a prospectus relating to the Shares
filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule
430B or Rule 430C under the Securities Act, to be part of the registration statement at such time, and (3) any registration statement
filed to register the offer and sale of Shares pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration
Statement”). Except where the context otherwise requires, “Base Prospectus,” as used herein,
means the base prospectus filed as part of the Registration Statement, together with any amendments or supplements thereto as of the
date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein,
means the most recent prospectus relating to the Shares, filed or to be filed by the Company with the Commission as part of the Base
Prospectus pursuant to Rule 424(b) under the Securities Act and in accordance with the terms of this Agreement. Except where the context
otherwise requires, “Prospectus,” as used herein, means the Prospectus Supplement together with the Base Prospectus
attached to or used with the Prospectus Supplement, as may be amended or supplemented from time to time. “Permitted Free
Writing Prospectus,” as used herein, means the documents, if any, listed on Schedule A attached hereto and, after
the date hereof, any “issuer free writing prospectus” as defined in Rule 433 of the Securities Act, that is expressly agreed
to by the Company and the Agent in writing to be a Permitted Free Writing Prospectus. Any reference herein to the Registration Statement,
the Base Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and
include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein pursuant to Item 6 of Form
F-3 (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any,
filed as exhibits to such Incorporated Documents. For purposes of this Agreement, all references to the Registration Statement, the Rule
462(b) Registration Statement, the Base Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed
to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,”
“included” or “stated” in the Registration Statement, the Base Prospectus, the Prospectus or any Permitted Free
Writing Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules
and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included
in the Registration Statement, the Base Prospectus, the Prospectus or Permitted Free Writing Prospectus as the case may be. Any reference
herein to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement, any Base Prospectus, the Prospectus, the Prospectus Supplement or any Permitted Free Writing
Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder (collectively, the “Exchange Act”) on or after the initial filing
of the Registration Statement, or the date of such Base Prospectus, the Prospectus, the Prospectus Supplement or such Permitted Free
Writing Prospectus, if any, as the case may be, and incorporated or deemed to be incorporated therein by reference pursuant to Item 6
of Form F-3. “Time of Sale” means each time a Share is purchased pursuant to this Agreement.


 




    	1



     


    

 





(ii)
(A) The Registration Statement complies as of the date hereof, will comply when it becomes effective and will comply upon the effectiveness
of any amendment thereto and at each Time of Sale and each Settlement Date (as applicable), in all material respects, with the requirements
of the Securities Act; the conditions to the use of Form F-3 in connection with the offering and sale of the Shares as contemplated hereby
(the “Offering”) were satisfied upon filing of the Registration Statement, subject, if applicable at the Time
of Sale, to the limitations required by General Instruction I.B.5 of Form F-3; the Registration Statement meets, and the Offering complies
with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Registration Statement
will not, as of the effective date of the Registration Statement or any amendment thereto, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.


 


(B)
The Prospectus, as of the date of the Prospectus Supplement, as of the date hereof (if filed with the Commission on or prior to the date
hereof), and at each Settlement Date and Time of Sale (as applicable), complied, complies or will comply, in all material respects, with
the requirements of the Securities Act; and the Prospectus, and each supplement thereto, as of their respective dates, and at each Settlement
Date and Time of Sale (as applicable), did not and will not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


(C)
Each Permitted Free Writing Prospectus, if any, as of its date and as of each Settlement Date and Time of Sale (as applicable) (when
taken together with the Prospectus at such time) will not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 




    	2



     


    

 


The
representations and warranties set forth in subparagraphs (A), (B) and (C) above shall not apply to any statement contained in the Registration
Statement, the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information
concerning the Agent that is furnished in writing by or on behalf of the Agent expressly for use in the Registration Statement, the Base
Prospectus, the Prospectus or such Permitted Free Writing Prospectus, if any, it being understood and agreed that only such information
furnished by the Agent as of the date hereof consists of the information described in Section 5(b)(ii).


 


(iii)
Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by means of any “prospectus”
(within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection
with the Offering, in each case other than the Base Prospectus or any Permitted Free Writing Prospectus; the Company has not, directly
or indirectly, prepared, used or referred to any Permitted Free Writing Prospectus except in compliance with Rules 164 and 433 under
the Securities Act; assuming that a Permitted Free Writing Prospectus, if any, is sent or given after the Registration Statement was
filed with the Commission (and after such Permitted Free Writing Prospectus, if any, was, if required pursuant to Rule 433(d) under the
Securities Act, filed with the Commission), the Company will satisfy the provisions of Rule 164 or Rule 433 necessary for the use of
a free writing prospectus (as defined in Rule 405) in connection with the Offering; the conditions set forth in one or more of subclauses
(i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the Registration Statement relating to the
Offering, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the
Securities Act, satisfies the requirements of Section 10 of the Securities Act; neither the Company nor the Agent is disqualified, by
reason of subsection (f) or (g) of Rule 164 under the Securities Act, from using, in connection with the Offering, “free writing
prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company
is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date
for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Shares contemplated by the Registration
Statement; the parties hereto agree and understand that the content of any and all “road shows” (as defined in Rule 433 under
the Securities Act) related to the Offering is solely the property of the Company.


 


(iv)
Each Permitted Free Writing Prospectus, as of its issue date, each Time of Sale and each Settlement Date occurring after such issue date,
did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in
the Registration Statement, any Base Prospectus or the Prospectus. The foregoing sentence does not apply to statements in or omissions
from any Permitted Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent
specifically for use therein, it being understood and agreed that the only such information furnished by the Agent as of the date hereof
consists of the information described in Section 5(b) (ii).


 




    	3



     


    

 





(v)
The financial statements, including the notes thereto, and the supporting schedules incorporated by reference in the Registration Statement
and the Prospectus comply in all material respects with the requirements of the Securities Act, the Exchange Act and the Rules and Regulations,
and (1) present fairly the financial condition of the Company and its subsidiaries (as identified in the Registration Statement and Prospectus,
the “Subsidiaries”) and financial position as of the dates indicated and the cash flows and results of operations
for the periods specified of the Company and (2) to our knowledge, present fairly the financial condition of Cenntro (as defined below)
and financial position as of the dates indicated and the cash flows and results of operations for the periods specified of Cenntro. Except
as otherwise stated in the Registration Statement and the Prospectus, said financial statements have been prepared in conformity with
International Financial Reporting Standards (“IFRS”) applied on a consistent basis throughout the periods involved.
Any selected financial data and summary financial information included in the documents in the Registration Statement and in the Prospectus
constitute or will constitute a fair summary of the information purported to be summarized and have been compiled on a basis consistent
with that of the audited financial statements included in the Registration Statement. No other financial statements or supporting schedules
are required to be included or incorporated by reference in the Registration Statement or the Prospectus. All disclosures, if any, contained
in the Registration Statement or the Prospectus or incorporated by reference therein regarding “non-IFRS financial measures”
(as such term is defined by the applicable rules and regulations of the Commission) comply, in all material respects, with Regulation
G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act to the extent applicable. The other financial information included
in the Registration Statement and the Prospectus present fairly the information included therein and have been prepared on a basis consistent
with that of the financial statements that are included in the Registration Statement and the Prospectus and the books and records of
the Company.


 


(vi)
The Company and each of its Subsidiaries has been duly incorporated and validly exists as a corporation in good standing under the laws
of its jurisdiction of incorporation. The Company and each of its Subsidiaries has all requisite corporate power and authority to own,
lease and operate its respective properties and carry on its business as it is currently being conducted and as described in the Registration
Statement and the Prospectus. The Company and each of its Subsidiaries is duly qualified to do business and is in good standing as a
foreign corporation in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature
or conduct of its business makes such qualification necessary, except, in each case, for those failures to be so qualified or in good
standing which (individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect (as defined below).


 




    	4



     


    

 





(vii)
All of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable,
have been issued in compliance in all material respects with all applicable federal and state securities laws and none of those shares
was issued in violation of any preemptive rights, rights of first refusal or other similar rights to the extent any such rights were
not waived; the Shares have been duly authorized and, when issued and delivered against payment therefor as provided in this Agreement,
will be validly issued, fully paid and non-assessable, and the issuance of the Shares is not subject to any preemptive rights, rights
of first refusal or other similar rights that have not heretofore been waived (with copies of such waivers provided or made available
to the Agent). The Shares conform in all material respects to the descriptions thereof contained in the Registration Statement and the
Prospectus under the heading “Description of Capital Shares.”


 


(viii)
BDO Audit Pty Ltd (the “Auditor”), whose reports relating to the Company are incorporated by reference into
the Registration Statement and the Prospectus, is an independent registered public accounting firm as required by the Securities Act,
the Exchange Act and the Rules and Regulations and the Public Company Accounting Oversight Board (the “PCAOB”).
To the Company’s knowledge, the Auditor is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act
of 2002 (“Sarbanes-Oxley”) as such requirements pertain to the Auditor’s relationship with the Company.
Except as disclosed in the Registration Statement and the Prospectus, and except for any such non-audit services that were pre-approved
by the Audit Committee of the Company’s board of directors (the “Board”) in accordance with Sections
10A(h) and (i) of the Exchange Act, the Auditor has not, during the periods covered by the financial statements included in the Registration
Statement and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange
Act.


 




    	5



     


    

 





(ix)
Subsequent to the respective dates as of which information is presented in the Registration Statement and the Prospectus, and except
as disclosed in the Registration Statement and the Prospectus: (i) the Company (including its Subsidiaries) has not declared, paid or
made any dividends or other distributions of any kind on or in respect of its capital stock, and (ii) there has been no material adverse
change or, to the Company’s knowledge, any development which would reasonably be expected to result in a material adverse change
in the future, whether or not arising from transactions in the ordinary course of business, in or affecting (A) the business, condition
(financial or otherwise), results of operations, stockholders’ equity, properties or prospects of the Company and its Subsidiaries
taken as a whole; or (B) the Offering or consummation of any of the other transactions contemplated by this Agreement, the Registration
Statement and the Prospectus (a “Material Adverse Effect”). Since the date of the latest balance sheet included
in the Registration Statement and the Prospectus, the Company (including its Subsidiaries) has not incurred or undertaken any liabilities
or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including
any acquisition or disposition of any business or asset, which are material to the Company and its Subsidiaries taken as a whole, except
(I) for liabilities, obligations and transactions which were incurred in the ordinary course of business or are disclosed in the Registration
Statement and the Prospectus, (II) for liabilities incurred in connection with the Acquisition Agreement (as defined below) and the transactions
contemplated thereby, and (III) as would not be reasonably expected (individually or in the aggregate) to result in a Material Adverse
Effect.


 


(x)
There are no statutes, regulations, contracts or documents that are required to be described in the Registration Statement and the Prospectus
or to be filed as exhibits to the Registration Statement by the Securities Act that have not been so described or filed.


 


(xi)
Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any of its Subsidiaries is: (i) in violation
of its form of constitution or other organizational documents, (ii) in default under any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject;
and no event has occurred which, with notice or lapse of time or both, would constitute a default under or result in the creation or
imposition of any lien, security interest, charge or other encumbrance (a “Lien”) upon any of its property
or assets pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party
or by which it is bound or to which any of its property or assets is subject, or (iii) in violation in any respect of any applicable
law, rule, regulation, ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or governmental agency
or body, foreign or domestic, except, in the case of subsections (ii) and (iii) above, for such violations, defaults or Liens as are
disclosed in the Registration Statement and the Prospectus or which (individually or in the aggregate) would not reasonably be expected
to have a Material Adverse Effect.


 




    	6



     


    

 





(xii)
The Company has all requisite corporate power and authority to execute and deliver this Agreement and all other agreements, documents,
certificates and instruments required to be delivered pursuant to this Agreement. The Company’s execution, delivery and performance
under this Agreement and each of the transactions contemplated hereby have been duly authorized by all necessary corporate action. This
Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of
the Company and is enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification
or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.


 


(xiii)
The execution, delivery and performance of this Agreement and all other agreements, documents, certificates and instruments required
to be delivered pursuant to this Agreement and the consummation of the transactions contemplated hereby do not and will not: (i) conflict
with, require consent under or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with
notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any Lien upon any property
or assets of the Company pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement, instrument, franchise,
license or permit to which the Company is a party or by which the Company or any of its properties, operations or assets may be bound,
(ii) violate or conflict with any provision of the form of constitution or other organizational documents of the Company, (iii) violate
or conflict with any applicable law, rule, regulation, ordinance, directive, judgment, decree or order of any judicial, regulatory or
other legal or governmental agency or body, domestic or foreign, or (iv) trigger a reset or repricing of any outstanding securities of
the Company, except (x) in the case of subsection (i) for any consent which the Company has obtained or any conflict, breach or default
for which the Company has received a waiver, (y) in the case of subsections (i) and (iii) for any default, conflict, violation or Lien
that would not reasonably be expected to result in a Material Adverse Effect, and (z) in the case of subsection (iv) for any trigger
for which the Company has received a waiver.


 




    	7



     


    

 





(xiv)
Except as disclosed in the Registration Statement and the Prospectus, the Company and each of its Subsidiaries has all consents, approvals,
authorizations, orders, registrations, qualifications, licenses, filings, grants, certificates and permits of, with and from all judicial,
regulatory and other legal or governmental agencies, self-regulatory agencies, authorities and bodies and all third parties, foreign
and domestic (collectively, the “Consents”), to own, lease and operate its properties and conduct its business
as it is now being conducted and as disclosed in the Registration Statement and the Prospectus, and each such Consent is valid and in
full force and effect, except such failure to have a Consent or of such Consent to be valid and in full force and effect which (individually
or in the aggregate) would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries
has received notice of any investigation or proceedings which, if decided adversely to the Company or such Subsidiary, would reasonably
be expected to result in, the revocation of, or imposition of a restriction on, any Consent, except such restriction or revocation of
such Consent which (individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect. No Consent
contains any material restriction not adequately disclosed in the Registration Statement and the Prospectus.


 


(xv)
The Company is, and each of its Subsidiaries is, in compliance with all applicable laws, rules, regulations, ordinances, directives,
judgments, decrees and orders, foreign and domestic, except for any non-compliance the consequences of which would not have a Material
Adverse Effect.


 


(xvi)
Prior to the Settlement Date, the Shares shall have been approved for listing on the Nasdaq Capital Market, subject to official notice
of issuance (the “Exchange”), and the Company has taken no action designed to, or likely to have the effect
of, delisting the Shares nor, except as disclosed in the Registration Statement and the Prospectus, has the Company received any notification
that the Exchange is contemplating terminating such listing.


 


(xvii)
No consents, approvals, authorizations, orders, registrations, qualifications, licenses, filings, grants, certificates and permits of,
with or from any judicial, regulatory or other legal or governmental agency or body or any third party, foreign or domestic is required
for the execution, delivery and performance of this Agreement or consummation of each of the transactions contemplated by this Agreement,
including the issuance, sale and delivery of the Shares to be issued, sold and delivered hereunder, except (i) such as may have previously
been obtained (with copies of such consents provided to the Agent), each of which is in full force and effect as of the date hereof,
(ii) the registration under the Securities Act of the Shares, (iii) such consents as may be required under state securities or blue sky
laws or the bylaws and rules of the Exchange, and (iv) by the Financial Industry Regulatory Authority, Inc. (“FINRA”)
in connection with the purchase and distribution of the Shares by the Agent.


 




    	8



     


    

 





(xviii)
Except as disclosed in the Registration Statement and the Prospectus, there is no judicial, regulatory, arbitral or other legal or governmental
proceeding or other litigation or arbitration, domestic or foreign, pending to which the Company or any of its Subsidiaries is a party
or of which any property, operations or assets of the Company or its Subsidiaries is the subject which (i) would reasonably be expected
to have a Material Adverse Effect, or (ii) is reasonably likely to materially and adversely affect the consummation of the transactions
contemplated in this Agreement or the performance by the Company of its obligations hereunder. To the Company’s knowledge, no such
proceeding, litigation or arbitration is threatened or contemplated against the Company or its Subsidiaries.


 


(xix)
The statistical, industry-related and market-related data included in the Registration Statement and the Prospectus related to the business
of the Company and, to the knowledge of the Company, to the business of Cenntro are based on or derived from sources which the Company
reasonably and in good faith believes are reliable and accurate, and the Company and, to the knowledge of the Company, Cenntro has obtained
the written consent to the use of such data from such sources, to the extent required, except for such failures to obtain written consent
which (individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect.


 


(xx)
The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange
Act) and such controls and procedures are designed to ensure that information relating to the Company required to be disclosed in the
reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including
its principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. The Company has utilized such controls and procedures in preparing and evaluating the disclosure in the
Registration Statement and in the Prospectus.


 


(xxi)
Except as disclosed in the Registration Statement and the Prospectus, neither the Board nor the audit committee has been informed, nor
is the Company aware, of: (i) any significant deficiencies or material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report
financial information; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant
role in the Company’s internal control over financial reporting.


 


(xxii)
The Company has not taken, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could
reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate
the sale or resale of the Shares.


 




    	9



     


    

 





(xxiii)
Neither the Company nor any of its Affiliates (within the meaning of the Securities Act) has, prior to the date hereof, made any offer
or sale of any securities which are required to be “integrated” pursuant to the Securities Act or the Rules and Regulations
with the offer and sale of the Shares pursuant to the Registration Statement. Except as disclosed in the Registration Statement and the
Prospectus, neither the Company nor any of its Affiliates has sold or issued any securities during the six-month period preceding the
date of the Prospectus Supplement, including but not limited to any sales pursuant to Rule 144A, Regulation D or Regulation S under the
Securities Act, other than Ordinary Shares issued pursuant to equity incentive plans, employee stock purchase plans, employee benefit
plans, qualified stock option plans or employee compensation plans or pursuant to outstanding options, convertible notes, convertible
preferred stock, rights or warrants to purchase Ordinary Shares.


 


(xxiv)
To the knowledge of the Company, the biographies of the Company’s officers and directors incorporated into the Registration Statement
are true and correct in all material respects and the Company has not become aware of any information which would cause the information
disclosed in the questionnaires previously completed by the directors and officers of the Company to become inaccurate and incorrect
in any material respect.


 


(xxv)
To the knowledge of the Company, no director or officer of the Company is subject to any non-competition agreement or non-solicitation
agreement with any employer or prior employer which could materially affect his or her ability to be and act in his or her respective
capacity of the Company.


 


(xxvi)
The Company is not and, at all times up to and including the consummation of the transactions contemplated by this Agreement, and after
giving effect to application of the Net Proceeds (as defined below), will not be, subject to registration as an “investment company”
under the Investment Company Act of 1940, as amended, and is not and will not be an entity “controlled” by an “investment
company” within the meaning of such act.


 


(xxvii)
No relationship, direct or indirect, exists between or among any of the Company or, to the Company’s knowledge, any Affiliate of
the Company, on the one hand, and any director, officer, stockholder, customer or supplier of the Company or, to the Company’s
knowledge, any Affiliate of the Company, on the other hand, which is required by the Securities Act, the Exchange Act or the Rules and
Regulations to be described in the Registration Statement or the Prospectus which is not so described as required. There are no outstanding
loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the
Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as
described in the Registration Statement and the Prospectus. The Company has not, in violation of Sarbanes-Oxley, directly or indirectly
extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan
to or for any director or executive officer of the Company.


 




    	10



     


    

 





(xxviii)
Except as disclosed in the Registration Statement and the Prospectus, the Company is in compliance with the rules and regulations promulgated
by the Exchange or any other governmental or self-regulatory entity or agency having jurisdiction over the Company, except for such failures
to be in compliance which (individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect. Without
limiting the generality of the foregoing: (i) all members of the Board who are required to be “independent” (as that term
is defined under the rules of the Exchange), including, without limitation, all members of the audit committee of the Board, meet the
qualifications of independence as set forth under applicable laws, rules and regulations and (ii) the audit committee of the Board has
at least one member who is an “audit committee financial expert” (as that term is defined under applicable laws, rules and
regulations).


 


(xxix)
The Company and each of its Subsidiaries owns or leases all such properties (other than intellectual property, which is covered below)
as are necessary to the conduct of its business as presently operated and as described in the Registration Statement and the Prospectus.
The Company and each of its Subsidiaries has good and marketable title in fee simple to all real property and good and marketable title
to all personal property owned by it, in each case free and clear of all Liens except such as are described in the Registration Statement
and the Prospectus or such as would not (individually or in the aggregate) have a Material Adverse Effect. Any real property and buildings
held under lease or sublease by the Company or its Subsidiaries are held by it under valid, subsisting and, to the Company’s knowledge,
enforceable leases with such exceptions as are not material to, and do not materially interfere with, the use made and proposed to be
made of such property and buildings by the Company or its Subsidiaries, and except, with respect to retail store leases (individually
or in the aggregate) as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor its Subsidiaries
has received any written notice of any claim adverse to its ownership of any real or material personal property or of any claim against
the continued possession of any real property, whether owned or held under lease or sublease by the Company or its Subsidiaries, except
for such claims that, if successfully asserted against the Company or its Subsidiaries, would not (individually or in the aggregate)
reasonably be expected to have a Material Adverse Effect.


 




    	11



     


    

 





(xxx)
The Company (including all of its Subsidiaries): (i) owns, possesses or has the right to use all patents, patent applications, trademarks,
service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, formulae, customer lists and know-how
and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures, “Intellectual Property”) necessary for the conduct of its businesses as being conducted
and as described in the Registration Statement and the Prospectus, except as disclosed in the Registration Statement or the Prospectus,
and (ii) has no knowledge that the conduct of its business conflicts or will conflict with the rights of others, and it has not received
any written notice of any claim of conflict with, any right of others. To the Company’s knowledge, there is no infringement by
third parties of any such Intellectual Property. There is no pending or, to the Company’s knowledge, threatened, action, suit,
proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property; and there is no pending
or, to the Company’s knowledge, threatened, action, suit, proceeding or claim by others that the Company infringes or otherwise
violates any patent, trademark, copyright, trade secret or other proprietary rights of others. Except as set forth in the Registration
Statement and the Prospectus, the Company has not received any claim for royalties or other compensation from any person, including any
employee of the Company who made inventive contributions to Company’s technology or products that are pending or unsettled, and
except as set forth in the Registration Statement and the Prospectus the Company does not and will not have any obligation to pay royalties
or other compensation to any person on account of inventive contributions.


 


(xxxi)
The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions
thereof contained therein and there are no agreements or other documents required by the applicable provisions of the Securities Act
to be described in the Registration Statement or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement,
that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company
(or its Subsidiaries) is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the
Registration Statement or the Prospectus or attached as an exhibit thereto, or (ii) is material to the Company’s business, has
been duly and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company
in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under
the foreign, federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought,
and none of such agreements or instruments has been assigned by the Company (including any Subsidiaries), and neither the Company nor,
to the Company’s knowledge, any other party is in material breach or default thereunder and, to the Company’s knowledge,
no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder,
except, in any such case, as would not result in a Material Adverse Effect.


 




    	12



     


    

 





(xxxii)
The disclosures in the Registration Statement and the Prospectus concerning the effects of foreign, federal, state and local regulation
on the Company’s business as currently contemplated are correct in all material respects.


 


(xxxiii)
The Company has accurately prepared and filed all federal, state, foreign and other tax returns that are required to be filed by it through
the date hereof, or has received timely extensions thereof, except where the failure to so file would not (individually or in the aggregate)
reasonably be expected to have a Material Adverse Effect, and has paid or made provision for the payment of all material taxes, assessments,
governmental or other similar charges, including without limitation, all sales and use taxes and all taxes which the Company is obligated
to withhold from amounts owing to employees, creditors and third parties, with respect to the periods covered by such tax returns, whether
or not such amounts are shown as due on any tax return (except as currently being contested in good faith and for which reserves required
by IFRS have been created in the financial statements of the Company) and except for such taxes, assessments, governmental or other similar
charges the nonpayment of which would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.
No deficiency assessment with respect to a proposed adjustment of the Company’s federal, state, local or foreign taxes is pending
or, to the Company’s knowledge, threatened. The accruals and reserves on the books and records of the Company in respect of tax
liabilities for any taxable period not finally determined are adequate to meet any assessments and related liabilities for any such period
and, since the date of the Company’s most recent audited financial statements, the Company has not incurred any material liability
for taxes other than in the ordinary course of its business. There is no tax lien for taxes due and payable (except as currently being
contested in good faith and for which reserves required by IFRS have been created in the financial statements of the Company), whether
imposed by any federal, state, foreign or other taxing authority, outstanding against the assets, properties or business of the Company.


 




    	13



     


    

 





(xxxiv)
No labor disturbance or dispute by or with the employees of the Company which, individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect, currently exists or, to the Company’s knowledge, is threatened. The Company is in compliance
in all material respects with the labor and employment laws and collective bargaining agreements and extension orders applicable to its
employees.


 


(xxxv)
Except as would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect, (x) the Company (and
its Subsidiaries) is in compliance with all material Environmental Laws (as hereinafter defined), and (y) to the Company’s knowledge,
no future expenditures are or will be required in order to comply therewith. The Company has not received any written notice or communication
that relates to or alleges any actual or potential violation or failure to comply with any Environmental Laws that would, individually
or in the aggregate, be reasonably expected to have a Material Adverse Effect. As used herein, the term “Environmental Laws”
means all applicable laws and regulations, including any licensing, permits or reporting requirements, and any action by a federal, state
or local government entity, pertaining to the protection of the environment, protection of public health, or the handling of hazardous
materials, including without limitation, the Clean Air Act, 42 U.S.C. § 7401, et seq., the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1321,
et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
§ 690-1, et seq., and the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.


 


(xxxvi)
The Registration Statement and the Prospectus identify each employment, severance or other similar agreement, arrangement or policy and
each material arrangement providing for insurance coverage, benefits, bonuses, stock options or other forms of incentive compensation,
or post-retirement insurance, compensation or benefits which: (i) is entered into, maintained or contributed to, as the case may be,
by the Company and (ii) covers any officer or director or former officer or former director of the Company, in each case to the extent
required by the Rules and Regulations. These contracts, plans and arrangements are referred to collectively in this Agreement as the
“Benefit Arrangements.” Each Benefit Arrangement has been maintained in material compliance with its terms
and with requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to that Benefit Arrangement
in each case except where the failure to comply is not reasonably likely to have a Material Adverse Effect.


 


(xxxvii)
The Company is not a party to or subject to any employment contract or arrangement providing for annual future compensation, or the opportunity
to earn annual future compensation (whether through fixed salary, bonus, commission, options or otherwise) of more than $120,000 to any
executive officer or director that is required to be described in the Registration Statement or the Prospectus, which is not so described.


 




    	14



     


    

 





(xxxviii)
The conditions for use of Form F-3 to register the Offering under the Securities Act, as set forth in the General Instructions to such
Form, have been satisfied.


 


(xxxix)
Except as disclosed in the Registration Statement and the Prospectus, neither the execution of this Agreement nor the consummation of
the Offering, constitutes a triggering event under any Benefit Arrangement or any other employment contract, whether or not legally enforceable,
which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (of severance pay
or otherwise), acceleration, increase in vesting or increase in benefits to any current or former participant, employee or director of
the Company other than an event that is not material to the financial condition or business of the Company.


 


(xl)
Neither the Company nor, to the Company’s knowledge, any of its employees or agents, has at any time during the last three (3)
years: (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation
of law, or (ii) made any payment to any person that is, to the Company’s knowledge, a federal or state governmental officer or
official or other person charged with similar public or quasi-public duties in the United States, other than payments that are not prohibited
by the laws of the United States or any jurisdiction thereof.


 


(xli)
The Company has not offered, or caused the Agent to offer, any Shares to any person or entity with the intention of unlawfully influencing:
(i) a supplier of the Company to alter the supplier’s level or type of business with the Company or (ii) a journalist or publication
to write or publish favorable information about the Company.


 


(xlii)
The operations of the Company are and have been conducted at all times in compliance in all material respects with applicable financial
record keeping and reporting requirements and applicable money laundering statutes of the United States and, to the Company’s knowledge,
all other applicable jurisdictions to which the Company is subject, the rules and regulations thereunder and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any applicable governmental agency (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or
any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.


 




    	15



     


    

 





(xliii)
Neither the Company nor, to the Company’s knowledge, any director, officer, agent, employee or Affiliate of the Company is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such
proceeds to any joint venture partner or other person or entity, for the purpose of financing the activities of any person currently
subject to any U.S. sanctions administered by OFAC.


 


(xliv)
None of the Company or, to the Company’s knowledge, any director, officer, agent, employee, affiliate or other person acting on
behalf of the Company has engaged in any activities sanctionable under the Comprehensive Iran Sanctions, Accountability, and Divestment
Act of 2010, the Iran Sanctions Act of 1996, the National Defense Authorization Act for Fiscal Year 2012, the Iran Threat Reduction and
Syria Human Rights Act of 2012 or any Executive Order relating to any of the foregoing (collectively, and as each may be amended from
time to time, the “Iran Sanctions”); and the Company will not directly or indirectly use the proceeds of the
Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity,
for the purpose of engaging in any activities sanctionable under the Iran Sanctions.


 


(xlv)
Except as described in the Registration Statement and the Prospectus, there are no claims, payments, arrangements, agreements or understandings
relating to the payment of a finder’s, consulting or origination fee by the Company or, to the Company’s knowledge, any officer,
director or stockholder of the Company (each, an “Insider”) with respect to the sale of the Shares hereunder
or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any of its stockholders
that may affect the Agent’s compensation, as determined by FINRA. Except as described in the Registration Statement and the Prospectus,
the Company has not made any direct or indirect payments (in cash, securities or otherwise), including the issuance any warrants or other
securities or granted any options, directly or indirectly, to (i) any person, as a finder’s fee, consulting fee or otherwise, in
consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to
the Company, (ii) a potential underwriter in the Offering or a related person (as defined by FINRA rules), (iii) to any FINRA member,
or (iv) to any person or entity that has any direct or indirect affiliation or association with any FINRA member, in each case, within
the 180 days prior to the filing date of the Registration Statement and shall not make such a payment between such date and the effective
date of the Registration Statement. None of the Net Proceeds will be paid by the Company to any participating FINRA member or its affiliates,
except as specifically authorized herein. To the Company’s knowledge, (w) no officer, director or any beneficial owner of 5% or
more of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source
from which derived) (any such individual or entity, a “Company Affiliate”) has any direct or indirect affiliation
or association with any FINRA member (as determined in accordance with the rules and regulations of FINRA); (x) no Company Affiliate
is an owner of stock or other securities of any FINRA member (other than securities purchased on the open market); (y) no Company Affiliate
has made a subordinated loan to any FINRA member; and (z) no Net Proceeds from the sale of the Shares will be paid to any FINRA member,
or any persons associated with or affiliated with any FINRA member. Except as disclosed in the Registration Statement and the Prospectus,
to the Company’s knowledge, no FINRA member participating in the offering has a conflict of interest with the Company. For this
purpose, a “conflict of interest” has the meaning ascribed to such term in FINRA Rule 5121(f)(5).


 




    	16



     


    

 





(xlvi)
The Company has not distributed and will not distribute any prospectus or other offering material in connection with the Offering other
than the Registration Statement and the Prospectus or other materials permitted by the Securities Act to be distributed by the Company;
provided, however, that the Company has not made and will not make any offer relating to the Shares that would constitute a “free
writing prospectus” as defined in Rule 405 under the Securities Act, except any Permitted Free Writing Prospectus.


 


(xlvii)
The Company has all requisite corporate power and authority to execute and deliver the Acquisition Agreement entered into by and among
the Company, Cenntro Automotive Group Limited, a Cayman Islands company (“CAG”), Cenntro Automotive Group Limited,
a Hong Kong company (“CAG HK”), Cenntro Automotive Corporation, a Delaware corporation (“CAC”),
and Cenntro Electric Group, Inc., a Delaware corporation (“CEG” and, collectively with CAG HK and CAC, “Cenntro”)
(the “Acquisition Agreement”) and all other agreements, documents, certificates and instruments required to be delivered
pursuant to the Acquisition Agreement. The Company’s execution, delivery and performance under the Acquisition Agreement and each
of the transactions contemplated hereby have been duly authorized by all necessary corporate action. The Acquisition Agreement has been
duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company and is
enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution
provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought.


 




    	17



     


    

 





(b)
Any certificate signed by any officer of the Company and delivered to the Agent or the Agent’s counsel shall be deemed a representation
and warranty by the Company to Agent as to the matters covered thereby.


 


(c)
At each Bringdown Date (as hereinafter defined) and each Time of Sale, the Company shall be deemed to have affirmed each representation
and warranty contained in or made pursuant to this Agreement in all material respects as of such date as though made at and as of such
date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended
and supplemented relating to such Shares on such date, and except that representations and warranties made as of a specific date shall
be deemed to be affirmed in all material respects as of such specific date).


 


(d)
As used in this Agreement, references to matters being “material” with respect to the Company shall mean a
material event, change, condition, status or effect related to the condition (financial or otherwise), properties, assets (including
intangible assets), liabilities, business, prospects, operations or results of operations of the Company, either individually or taken
as a whole, as the context requires.


 


2.
Purchase, Sale and Delivery of Shares.


 


(a)
At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time
to time following the effective date of the Registration Statement on the terms and subject to the conditions set forth herein, it may
issue and sell through the Agent, acting as sales agent, Shares having an aggregate offering price of up to $300,000,000 (the “Offering
Size”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that
(a) exceeds the number or dollar amount of Ordinary Shares registered on the Registration Statement pursuant to which the Offering is
being made, or (b) would cause the Company or the Offering to not satisfy the eligibility and transaction requirements for use of Form
F-3 (including, if then applicable, General Instruction I.B.5 of Form F-3) (the lesser of (a) and (b), the “Maximum Amount”).
Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in
this Section 2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility
of the Company and the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company
agrees that it will provide the Agent with written notice no less than one (1) Business Day prior to the date on which it makes the initial
sale of Shares under this Agreement. “Business Day”, as used herein, shall mean any day other than Saturday,
Sunday or other day on which commercial banks in The City of New York, Sydney, Australia or Auckland, New Zealand are authorized or required
by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in
place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental
authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such
day. For the avoidance of doubt, the Company and Agent acknowledge and agree that no sales shall be made pursuant to this Agreement until
such time as the Registration Statement has been declared effective by the Commission.


 




    	18



     


    

 





(i)
For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including
in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant
to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the
conditions stated herein.


 


(ii)
Each time the Company wishes to issue and sell the Shares hereunder (each, a “Transaction”), it will notify
the Agent by telephone (confirmed promptly by e-mail to the appropriate individual listed on Schedule D hereto, using a form substantially
similar to that set forth on Schedule C hereto) (a “Transaction Notice”) as to the maximum number of
Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and
the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number
of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction
Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other
individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on
Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless
the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement,
the Agent shall promptly acknowledge the Transaction Notice by e-mail (or by some other method mutually agreed to in writing by the parties)
and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in the Transaction Notice and
in accordance with the terms set forth herein; provided, however, that any obligation of the Agent to use such commercially reasonable
efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by
the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 4
of this Agreement. The gross sales price of the Shares sold under this Section 2(a) shall be equal to the market price for the
Ordinary Shares sold by the Agent under this Section 2(a) on the Exchange at the time of such sale. For the purposes hereof, “Trading
Day” means any day on which Ordinary Shares are purchased and sold on the principal market on which the Ordinary Shares
are listed or quoted.


 




    	19



     


    

 





(iii)
The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by e-mail to the respective individuals
of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend
the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided
by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the
parties’ respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each
of the parties agrees that no such notice under this Section 2(a)(iii) shall be effective against the other unless it is made
to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time.


 


(iv)
The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the
Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other
than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable
law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase
shares on a principal basis pursuant to this Agreement.


 


(v)
The Agent may sell Shares by any method permitted by law to be an “at-the-market offering” as defined in Rule 415 of the
Securities Act including without limitation sales made directly on the Exchange, on any other existing trading market for the Ordinary
Shares or to or through a market maker. With the prior written consent of the Company, which may be provided in a Transaction Notice,
the Agent may also sell Shares in privately negotiated transactions.


 


(vi)
The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be 3.0% of the gross sales price of all Shares
sold pursuant to this Section 2(a) (the “Transaction Fee”). The remaining proceeds, after further deduction
for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute
the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agent shall notify the Company as
promptly as practicable if any deduction referenced in the preceding sentence will be required.


 




    	20



     


    

 





(vii)
The Agent shall provide written confirmation to the Company following the close of trading on the Exchange each day in which the Shares
are sold under this Section 2(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the
Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales.


 


(viii)
All Shares sold pursuant to this Section 2(a) will be delivered by the Company to Agent for the accounts of the Agent on the second
full Trading Day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine
pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a “Settlement
Date.” On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered
by the Company to the Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all such Shares shall be
effected by free delivery of the Shares by the Company or its transfer agent (i) to the Agent or its designee’s account (provided
the Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company
(“DTC”) or (ii) by such other means of delivery as may be mutually agreed upon by the parties hereto, which
in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same day funds
delivered to an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation
to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent harmless against any loss, claim or
damage arising from or as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be
entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds on any Settlement Date for
the shares delivered by the Company, the Agent will pay the Company interest based on the effective prime rate until such proceeds, together
with such interest, have been fully paid.


 


(ix)
Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such
Shares, the aggregate gross sales proceeds sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of
Shares under this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration
Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement by the Board, a duly authorized
committee thereof or a duly authorized executive committee, and the Agent has been so notified in writing. Under no circumstances shall
the Company cause or request the offer or sale of any Shares at a price lower than the minimum price authorized from time to time by
the Board, duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Further,
under no circumstances shall the aggregate offering amount of Shares sold pursuant to this Agreement exceed the Maximum Amount.


 




    	21



     


    

 





(b)
Nothing herein contained shall constitute the Agent to be in an unincorporated association with, or a partner of, the Company. Under
no circumstances shall any Shares be sold pursuant to this Agreement after the date which is three years after the Registration Statement
was first declared effective by the Commission.


 


(c)
Notwithstanding any other provisions of this Agreement, the Company agrees that no sale of Shares shall take place, and the Company shall
not request the sale of any Shares, and the Agent shall not be obligated to sell, during any period in which the Company is, or could
be deemed to be, in possession of material non-public information.


 


(d)
Unless the exceptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are satisfied with respect to the
Shares, the Company shall give the Agent at least one Business Day’s prior notice of its intent to sell any Shares in order to
allow the Agent time to comply with Regulation M.


 


3.
Covenants. The Company covenants and agrees with the Agent as follows:


 


(a)
After the date hereof and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically
or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares (the “Prospectus
Delivery Period”), prior to amending or supplementing the Registration Statement (including any Rule 462(b) Registration
Statement), the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus related to changes in this Agreement, the Company
shall furnish to the Agent for review a copy of each such proposed amendment or supplement, allow the Agent a reasonable amount of time
to review and comment on such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement
to which the Agent or counsel to the Agent reasonably object; provided that the foregoing shall not apply with regards to the filing
by the Company of any Form 20-F, 6-K or other Incorporated Document. Subject to this Section 3(a), immediately following execution
of this Agreement, if not previously prepared, the Company will prepare a prospectus supplement describing the selling terms of the Shares
hereunder, the plan of distribution thereof and such other information as may be required by the Securities Act or the Rules and Regulations
or as the Agent and the Company may deem appropriate, and if requested by the Agent, a Permitted Free Writing Prospectus containing the
selling terms of the Shares hereunder and such other information as the Company and the Agent may deem appropriate, and will file or
transmit for filing with the Commission, in accordance with Rule 424(b) or Rule 433, as the case may be, copies of the Prospectus as
supplemented and each such Permitted Free Writing Prospectus.


 




    	22



     


    

 





(b)
After the date of this Agreement, the Company shall promptly advise the Agent in writing (i) of the receipt of any comments of, or requests
for additional or supplemental information from, the Commission or for any amendments or supplements to the Registration Statement, the
Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus (excluding any Incorporated Documents), (ii) of the time and
date of any filing of any pre-effective or post-effective amendment to the Registration Statement or any amendment or supplement to any
Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus (excluding any Incorporated Documents), (iii) of the time and
date that the Registration Statement and any post-effective amendment to the Registration Statement becomes effective, (iv) of the issuance
by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto
or of any order preventing or suspending its use or the use of any Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus,
or (v) of any proceedings to remove, suspend or terminate from listing or quotation the Ordinary Shares from any securities exchange
upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for
any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain
the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with the provisions
of Rules 424(b), 430B and 430C, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings
made by the Company under Rule 424(b), Rule 433 or Rule 462 were received in a timely manner by the Commission (without reliance on Rule
424(b)(8) or Rule 164(b)).


 


(c)
From the date hereof through the later of (A) the termination of this Agreement and (B) the end of any applicable Prospectus Delivery
Period, the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, as now and hereafter
amended, and by the Rules and Regulations, as from time to time in force, and by the Exchange Act so far as necessary to permit the continuance
of sales of or dealings in the Shares as contemplated by the provisions hereof, the Base Prospectus, the Prospectus and any Permitted
Free Writing Prospectus. If during any applicable Prospectus Delivery Period any event occurs as a result of which the Base Prospectus,
the Prospectus, or any Permitted Free Writing Prospectus would include an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during any applicable
Prospectus Delivery Period it is necessary or appropriate in the opinion of the Company or its counsel or in the reasonable opinion of
the Agent or counsel to the Agent to amend the Registration Statement or supplement the Base Prospectus, the Prospectus or any Permitted
Free Writing Prospectus, to comply with the Securities Act or to file under the Exchange Act any document which would be deemed to be
incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Company will promptly
notify Agent (or the Agent will notify the Company, as applicable), and the Agent shall suspend the offering and sale of any such Shares,
and the Company will amend the Registration Statement or supplement the Base Prospectus, the Prospectus or any Permitted Free Writing
Prospectus or file such document (at the expense of the Company) so as to correct such statement or omission or effect such compliance
within the time period prescribed by the Securities Act or the Exchange Act.


 




    	23



     


    

 





(i)
In case the Agent is required to deliver (whether physically or through compliance with Rule 172 under the Securities Act or any similar
rule), in connection with the sale of the Shares, a Prospectus after the nine-month period referred to in Section 10(a)(3) of the Securities
Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K
under the Securities Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the Registration
Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act
or Item 512(a) of Regulation S-K under the Securities Act, as the case may be. The Company shall cause each amendment or supplement to
any Base Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b)
of the Securities Act or, in the case of any document which would be deemed to be incorporated by reference therein, to be filed with
the Commission as required pursuant to the Exchange Act, within the time period prescribed. The Company shall promptly notify the Agent
if any material obligation, agreement or condition contained in any bond, debenture, note, indenture, loan agreement, mortgage, deed
of trust or any other material contract, lease or other instrument to which it is subject or by which any of them may be bound, or to
which any of the material property or assets of the Company or any of its Subsidiaries is subject (each a “Material Contract”)
is terminated or if the other party thereto gives written notice of its intent to terminate any such contract (other than in connection
with the expiration of any such Material Contract).


 


(ii)
If at any time following issuance of a Permitted Free Writing Prospectus there occurs an event or development as a result of which such
Permitted Free Writing Prospectus would conflict with the information contained in the Registration Statement, the Base Prospectus or
the Prospectus, or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company
promptly will notify the Agent and will promptly amend or supplement, at its own expense, such Permitted Free Writing Prospectus to eliminate
or correct such conflict, untrue statement or omission.


 




    	24



     


    

 





(d)
The Company shall use commercially reasonable efforts to take or cause to be taken all necessary action to qualify the Shares for sale
under the securities laws of such jurisdictions as Agent reasonably designates and to continue such qualifications in effect, if and
for so long as required for the distribution of the Shares, except that the Company shall not be required in connection therewith to
qualify as a foreign corporation or to execute a general consent to service of process in any state. The Company shall promptly advise
the Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer
or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.


 


(e)
The Company will furnish to the Agent and counsel for the Agent, to the extent requested, copies of the Registration Statement, the Base
Prospectus, the Prospectus, any Permitted Free Writing Prospectus, and all amendments and supplements to such documents, in each case
as soon as available and in such quantities as the Agent may from time to time reasonably request.


 


(f)
The Company will make generally available to its security holders as soon as practicable an earnings statement (which need not be audited)
covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.
If the Company makes any public announcement or release disclosing its results of operations or financial condition for a completed quarterly,
semi-annual or annual fiscal period (each, an “Earnings Release”) and the Company has not yet filed an Annual
Report on Form 20-F for such annual fiscal period or a Form 6-K containing unaudited financial statements for such quarterly or semi-annual
fiscal period, as applicable, then, prior to any sale of Shares, the Company shall be obligated to (x) file a prospectus supplement with
the Commission under the applicable paragraph of Rule 424(b), which prospectus supplement shall include the applicable financial information
or (y) file a Report on Form 6-K, which Form 6-K shall include the applicable financial information.


 




    	25



     


    

 





(g)
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause
to be paid (i) all expenses (including stock or transfer taxes and stamp or similar duties allocated to the respective transferees) incurred
in connection with the registration, issue, sale and delivery of the Shares, (ii) all reasonable expenses and fees (including, without
limitation, fees and expenses of the Company’s accountants and counsel) in connection with the preparation, printing, filing, delivery,
and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto),
the Base Prospectus, each Prospectus, any Permitted Free Writing Prospectus, and any amendment thereof or supplement thereto, and the
producing, word-processing, printing, delivery, and shipping of this Agreement and other closing documents, including blue sky memoranda
(covering the states and other applicable jurisdictions) and including the cost to furnish copies of each thereof to the Agent, (iii)
all filing fees, (iv) listing fees, if any, (v) [intentionally omitted], and (vi) all other costs and expenses of the Company
incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein (including the costs
and expenses related to any investor presentations or “roadshow” undertaken in connection with marketing of the Shares as
agreed to by the Company). The Company shall reimburse the Agent upon request for its actual, reasonable and documented costs and out-of-pocket
expenses incurred in connection with this Agreement, whether or not the transactions contemplated hereunder are consummated or this Agreement
is terminated, including the actual, reasonable and documented fees and out-of-pocket expenses of its legal counsel, up to an aggregate
of $30,000. In addition, the Company shall pay the Agent up to $5,000 for the reasonable and documented fees and out-of-pocket expenses
of its legal counsel in connection with each Bringdown Date (other than a Bringdown Date that is waived).


 


(h)
The Company will apply the net proceeds from the sale of the Shares in the manner set forth under the caption “Use of Proceeds”
in the Base Prospectus, the Prospectus, and any Permitted Free Writing Prospectus.


 


(i)
During each period commencing on the date of each Transaction Notice and ending after the close of business on the Settlement Date for
the related transactions covered by such Transaction Notice, the Company will not offer for sale, sell, contract to sell, pledge, grant
any option for the sale of, enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition
(whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any Subsidiary,
or otherwise issue or dispose of, directly or indirectly (or publicly disclose the intention to make any such offer, sale, pledge, grant,
issuance or other disposition), of any Ordinary Shares or any securities convertible into or exchangeable for, or any options or rights
to purchase or acquire, Ordinary Shares, or permit the registration under the Securities Act of any Ordinary Shares, such securities,
options or rights, except for (i) the registration of the Shares and the sales through the Agent pursuant to this Agreement, (ii) the
issuance of securities issuable upon exercise, exchange or conversion of any options, convertible preferred stock, convertible notes
and warrants that are outstanding as of the date of this Agreement, or under the Acquisition Agreement, and described in the Registration
Statement and the Prospectus, (iii) a registration statement on Form S-8 relating to employee benefit plans and (iv) the issuance of
securities pursuant to any employee stock incentive plan, stock ownership plan or employee stock purchase plan of the Company in effect
at the time of this Agreement or any compensatory inducement grants made by the Company and approved by the Board consistent with past
practice.


 




    	26



     


    

 





(j)
The Company shall not, at any time at or after the execution of this Agreement, offer or sell any of the Shares pursuant to this Agreement
by means of any “prospectus” (within the meaning of the Securities Act), or use any “prospectus” (within the
meaning of the Securities Act) in connection with the offer or sale of the Shares pursuant to this Agreement, in each case other than
the Prospectus or any Permitted Free Writing Prospectus.


 


(k)
The Company has not taken and will not take, directly or indirectly, any action designed to or which might reasonably be expected to
cause or result in, or which has constituted, (i) the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Shares or (ii) a violation of Regulation M. The Company shall notify the Agent of any violation of Regulation
M by the Company or any of its officers or directors promptly after the Company has received notice or obtained knowledge of any such
violation.


 


(l)
The Company will not incur any liability for any finder’s or broker’s fee or agent’s commission in connection with
the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or thereby, except as contemplated
herein.


 


(m)
During any applicable Prospectus Delivery Period, the Company will file on a timely basis with the Commission such periodic and current
reports as required by the Rules and Regulations.


 


(n)
The Company has maintained, and will maintain such controls and procedures, including without limitation those required by Sections 302
and 906 of Sarbanes-Oxley and the applicable regulations thereunder, that are designed to ensure that information required to be disclosed
by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms, including without limitation, controls and procedures designed
to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company’s management, including its principal executive officer and its principal financial
officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure, to ensure that
material information relating to Company is made known to them by others within those entities.


 


(o)
[Intentionally omitted.]




    	27



     


    

 





(p)
Each of the Company and Agent hereby represent and agree that, neither the Company nor the Agent has made nor will make any offer relating
to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act,
or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required
to be filed with the Commission other than a Permitted Free Writing Prospectus. The Company represents that it has treated or agrees
that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433,
and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely
Commission filing where required, legending and record keeping.


 


(q)
(1) On or prior to the date of the first Transaction Notice delivered hereunder, the Company shall cause (A) Graubard Miller, U.S. counsel
for the Company, to furnish to the Agent its written opinion and negative assurance letter, in form and substance reasonably acceptable
to Agent’s counsel and (B) Mills Oakley, Australian counsel for the Company, to furnish to the Agent its written opinion, in form
and substance reasonably acceptable to Agent’s counsel.


 


(2)
On each date that the Company (i) amends or supplements the Registration Statement or the Prospectus (other than by means of incorporation
by reference); (ii) files an annual report on Form 20-F under the Exchange Act; (iii) files a report on Form 6-K under the Exchange Act
containing quarterly or semi-annual financial statements; or (iv) files a report on Form 6-K under the Exchange Act containing amended
financial information (each of such date referred to herein as a “Bringdown Date”), the Company shall cause
(A) Graubard Miller, U.S. counsel for the Company, to furnish to the Agent its opinion and negative assurance letter, in form and substance
reasonably acceptable to Agent’s counsel and (B) Mills Oakley, Australian counsel for the Company, to furnish to the Agent its
written opinion, in form and substance reasonably acceptable to Agent’s counsel, each dated as of a date within ten (10) days after
the applicable Bringdown Date, addressed to the Agent and modified as necessary to relate to the Registration Statement and the Prospectus
as amended and supplemented to the time of delivery of such opinions. With respect to this Section 3(q)(2), in lieu of delivering
such opinions or letters for Bringdown Dates subsequent to the date of effectiveness of the Registration Statement, such counsel may
furnish agent with a letter (a “Reliance Letter”) to the effect that Agent may rely upon a prior opinion or
letter delivered under Section 3(q)(1) or this Section 3(q)(2) to the same extent as if it were dated the date of such
letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended
or supplemented as of the date of Reliance Letter). Provided, however, the requirement to provide opinions and letters under this Section
3(q)(2) is hereby waived for any Bringdown Date occurring at a time at which no Transaction Notice is pending, which waiver shall
terminate as of the date the Company delivers a Transaction Notice hereunder prior to the next occurring Bringdown Date. Notwithstanding
the foregoing, if the Company subsequently decides to sell Shares following a Bringdown Date when the Company relied on such waiver and
did not provide Agent with opinions and letters under this Section 3(q)(2), then before the Company delivers the Transaction Notice
or Agent sells any Shares, the Company shall cause each of Graubard Miller to furnish to the Agent a written opinion and negative assurance
letter, and Mills Oakley to furnish the Agent a written opinion dated the date of the Transaction Notice.


 




    	28



     


    

 





(r)
Prior to the delivery of the first Transaction Notice hereunder and within five (5) days after each Bringdown Date, the Company shall
cause the Auditor, or other independent accountants satisfactory to the Agent, to deliver to the Agent (x) a customary comfort letter
(the initial letter, the “Initial Comfort Letter,” and each subsequent letter, a “Bringdown
Comfort Letter”) addressed to Agent, in form and substance satisfactory to Agent, confirming that they are independent
public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications
of accountants under Rule 2-01 of Regulation S-X of the Commission, and stating the conclusions and findings of said firm with respect
to the financial information and other matters and (y) a letter updating the Initial Comfort Letter with any information that would have
been included in the Initial Comfort Letter had it been given on such date and as modified as necessary to relate to the date of such
letter. Provided, however, the requirement to provide a Bringdown Comfort Letter under this Section 3(r) is hereby waived for
any Bringdown Date occurring at a time at which no Transaction Notice is pending, which waiver shall terminate as of the date the Company
delivers a Transaction Notice hereunder prior to the next occurring Bringdown Date. Notwithstanding the foregoing, if the Company subsequently
decides to sell Shares following a Bringdown Date when the Company relied on such waiver and did not provide Agent with a Bringdown Comfort
Letter under this Section 3(r), then before the Company delivers the Transaction Notice or Agent sells any Shares, the Company
shall cause the Auditor, or other independent accountants satisfactory to the Agent, to deliver to the Agent a Bringdown Comfort Letter
dated the date of the Transaction Notice.


 


(s)
Prior to the delivery of the first Transaction Notice hereunder and within five (5) days after each Bringdown Date, the Company shall
cause Marcum Bernstein & Pinchuk LLP, the independent registered public accounting firm for Cenntro, or other independent
accountants satisfactory to the Agent, to deliver to the Agent (x) a customary comfort letter (the initial letter, the “Initial
Cenntro Comfort Letter,” and each subsequent letter, a “Bringdown Cenntro Comfort Letter”)
addressed to Agent, in form and substance satisfactory to Agent, confirming that they are independent public accountants within the meaning
of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule
2-01 of Regulation S-X of the Commission, and stating the conclusions and findings of said firm with respect to certain financial information
and other matters and (y) a letter updating the Initial Cenntro Comfort Letter with any information that would have been included in
the Initial Cenntro Comfort Letter had it been given on such date and as modified as necessary to relate to the date of such letter.
Provided, however, the requirement to provide a Bringdown Cenntro Comfort Letter under this Section 3(s) is hereby waived for
any Bringdown Date occurring at a time at which no Transaction Notice is pending, which waiver shall terminate as of the date the Company
delivers a Transaction Notice hereunder prior to the next occurring Bringdown Date. Notwithstanding the foregoing, if the Company subsequently
decides to sell Shares following a Bringdown Date when the Company relied on such waiver and did not provide Agent with a Bringdown Cenntro
Comfort Letter under this Section 3(s), then before the Company delivers the Transaction Notice or Agent sells any Shares, the
Company shall cause Marcum Bernstein & Pinchuk LLP, or other independent accountants satisfactory to the Agent, to deliver
to the Agent a Bringdown Cenntro Comfort Letter dated the date of the Transaction Notice.


 




    	29



     


    

 





(t)
On or prior to the date of the first Transaction Notice delivered hereunder and each Bringdown Date, the Company shall furnish to the
Agent an officer’s certificate, dated as of a date within five (5) days after the applicable Bringdown Date and addressed to Agent,
signed by the chief executive officer and by the chief financial officer of the Company, to the effect that:


 


(i)
The representations and warranties of the Company in this Agreement are true and correct in all material respects as if made at and as
of the date of the certificate (except that such representations and warranties shall be deemed to relate to the Registration Statement
and the Prospectus as amended and supplemented relating to such Shares on such date, and except that representations and warranties made
as of a specific date are true and correct in all material respects as of such specific date), and the Company has complied in all material
respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the date of
the certificate;


 


(ii)
No stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof
or the qualification of the Shares for offering or sale or notice that would prevent use of the Registration Statement, nor suspending
or preventing the use of the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus, has been issued, and no proceeding
for that purpose has been instituted or, to the best of their knowledge, is contemplated by the Commission or any state or regulatory
body;


 


(iii)
The Shares to be sold on that date have been duly and validly authorized by the Company and all corporate action required to be taken
for the authorization, issuance and sale of the Shares on that date has been validly and sufficiently taken;


 




    	30



     


    

 





(iv)
Subsequent to the respective dates as of which information is given in the Base Prospectus, the Prospectus or any Permitted Free Writing
Prospectus, as amended and supplemented, and except for pending transactions disclosed therein, the Company has not incurred any material
liabilities or obligations, direct or contingent, or entered into any material transactions, not in the ordinary course of business,
or declared or paid any dividends or made any distribution of any kind with respect to its capital stock, and there has not been any
material change in the capital stock or any material issuance of options, warrants, convertible securities or other rights to purchase
the capital stock (other than as a result of the exercise of any currently outstanding options, warrants, preferred stock and notes that
are disclosed in the Registration Statement or the Prospectus or the issuance of securities pursuant to the Company’s equity incentive
plans or employee stock purchase plans described in the Registration Statement or the Prospectus), or any material change in the short-term
or long-term debt, of the Company, or any Material Adverse Effect or any development that would reasonably be likely to result in a Material
Adverse Effect (whether or not arising in the ordinary course of business), or any material loss by strike, fire, flood, earthquake,
accident or other calamity, whether or not covered by insurance, incurred by the Company; and


 


(v)
Except as stated in the Prospectus and any Permitted Free Writing Prospectus, as amended and supplemented, there is not pending, or,
to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding to which the Company is a party before or
by any court or governmental agency, authority or body, or any arbitrator, which would reasonably be likely to result in any Material
Adverse Effect; provided, however, the requirement to provide a certificate under this Section 3(t) is hereby waived for any Bringdown
Date occurring at a time at which no Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date
the Company delivers a Transaction Notice hereunder and the next occurring Bringdown Date. Notwithstanding the foregoing, if the Company
subsequently decides to sell Shares following a Bringdown Date when the Company relied on such waiver and did not provide Agent with
a certificate under this Section 3(t), then before the Company delivers the Transaction Notice or Agent sells any Shares, the
Company shall provide Agent with a certificate dated the date of the Transaction Notice.


 


provided,
however, the requirement to provide a certificate under this Section 3(t) is hereby waived for any Bringdown Date occurring at
a time at which no Transaction Notice is pending, which waiver shall terminate as of the date the Company delivers a Transaction Notice
hereunder prior to the next occurring Bringdown Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares
following a Bringdown Date when the Company relied on such waiver and did not provide Agent with a certificate under this Section
3(t), then before the Company delivers the Transaction Notice or Agent sells any Shares, the Company shall provide Agent with a certificate
dated the date of the Transaction Notice.


 




    	31



     


    

 





(u)
A reasonable time prior to each Bringdown Date, the Company, if so requested by the Agent, shall conduct a due diligence session, in
form and substance, satisfactory to the Agent, which shall include representatives of the management and the accountants of the Company.


 


(v)
The Company shall disclose in its annual report on Form 20-F and its reports on Form 6-K containing quarterly or semi-annual financial
statements the number of Shares sold through the Agent under this Agreement, the Net Proceeds to the Company and the compensation paid
by the Company with respect to sales of the Shares pursuant to this Agreement.


 


(w)
The Company shall ensure that there are at all times sufficient Ordinary Shares to provide for the issuance, free of any preemptive rights,
out of its authorized but unissued Ordinary Shares, of the maximum aggregate number of Shares authorized for issuance by the Board pursuant
to the terms of this Agreement. The Company will use its reasonable best efforts to cause the Shares to be listed on the Exchange, and
to maintain such listing. The Company shall cooperate with Agent and use its reasonable efforts to permit Shares to be eligible for clearance
and settlement through the facilities of DTC.


 


(x)
At any time during the term of this Agreement, the Company will advise the Agent promptly after it receives notice or obtains knowledge
of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Agent pursuant
to Section 3.


 


(y)
Subject to compliance with any applicable requirements of Regulation M under the Exchange Act and compliance with applicable securities
laws, the Company consents to the Agent trading in the Ordinary Shares for the Agent’s own account and for the account of its clients
(in compliance with all applicable laws) at the same time as sales of the Shares occur pursuant to this Agreement.


 


(z)
If to the knowledge of the Company, any condition set forth in Section 4 shall not have been satisfied on the applicable Settlement
Date or will not be satisfied on or prior to the date required by this Agreement, the Company will offer to any person who has agreed
to purchase the Shares on such Settlement Date from the Company as the result of an offer to purchase solicited by the Agent the right
to refuse to purchase and pay for such Shares.


 


(aa)
On or prior to the date of the first Transaction Notice delivered hereunder and each Bringdown Date, the Company shall furnish to the
Agent an incumbency certificate, dated as of such date and addressed to Agent, signed by the secretary of the Company.


 




    	32



     


    

 


(bb)
Each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed to be an affirmation to the Agent that the
representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct in all material respects
as of the date of such acceptance as though made at and as of such date, and an undertaking that such representations and warranties
will be true and correct in all material respects as of the Settlement Date for the Shares relating to such acceptance, as though made
at and as of such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented relating to such Shares, and except that representations and warranties made as of a specific
date are true and correct in all material respects as of such specific date).


 


(cc)
During any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement
may be satisfied pursuant to Rule 172, 173 or any similar rule) to be delivered under the Securities Act, the Company will file all documents
required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the regulations
thereunder.


 


(dd)
The Company shall cooperate with Agent and use its reasonable efforts to permit the Shares to be eligible for clearance and settlement
through the facilities of DTC.


 


(ee)
The Company will apply the Net Proceeds from the sale of the Shares in the manner set forth in the Prospectus.


 


(ff)
Following the initial effective date of the Registration Statement, to the extent that the Registration Statement is not available for
the sale of the Shares as contemplated by this Agreement, the Company shall file a new registration statement with respect to any additional
Ordinary Shares necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly
as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included
in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein
pursuant to Item 6 of Form F-3, and all references to “Base Prospectus” included in this Agreement shall be deemed to include
the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement
at the time such registration statement became effective.


 


(gg)
During the term of the Agreement, the Company will provide the Agent with prompt notice of any planned offering of its equity, equity-linked
or debt securities to permit the Agent to determine if and when sales under the Agreement must be suspended. The Agent shall use its
best efforts to provide consent to such planned offering within one (1) Business Day after receipt of such notice but in no event later
than three (3) Business Days after receipt of such notice. The Company covenants and agrees that until the Agent has provided consent,
the Company shall not commence any such planned offering, provided that after such three (3) Business Day period, the Company may proceed
with such offering without the Agent’s consent.


 




    	33



     


    

 


4.
Conditions of Agent’s Obligations. The obligations of the Agent hereunder are subject to (i) the accuracy in all
material respects of all representations and warranties of the Company contained herein, as of the date hereof, as of the date of the
first Transaction Notice, each Bringdown Date, and each Time of Sale (in each case, as if made at such date, except that such representations
and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such
Shares on such date, and except that representations and warranties made as of a specific date shall be accurate in all material respects
as of such specific date), (ii) the performance by the Company of its obligations hereunder and (iii) the following additional conditions:


 


(a)
If filing of the Prospectus, or any amendment or supplement thereto, or any Permitted Free Writing Prospectus, is required under the
Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Permitted
Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8)
or Rule 164(b)); the Registration Statement shall have become and remain effective; no stop order suspending the effectiveness of the
Registration Statement or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing
the use of the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus shall have been issued; no proceedings for the
issuance of such an order shall have been initiated or threatened; and any request of the Commission for additional information (to be
included in the Registration Statement, the Base Prospectus, the Prospectus, any Permitted Free Writing Prospectus or otherwise) shall
have been complied with to the Agent’s satisfaction.


 


(b)
The Agent shall not have advised the Company that the Registration Statement, the Base Prospectus, the Prospectus, or any amendment or
supplement thereto, or any Permitted Free Writing Prospectus, contains an untrue statement of fact which, in the Agent’s opinion,
is material, or omits to state a fact which, in the Agent’s opinion, is material and is required to be stated therein or is necessary
to make the statements therein (i) with respect to the Registration Statement, not misleading and (ii) with respect to the Base Prospectus,
the Prospectus or any Permitted Free Writing Prospectus, in light of the circumstances under which they were made, not misleading.


 




    	34



     


    

 


(c)
Except as set forth or contemplated in the Prospectus and any Permitted Free Writing Prospectus, as amended and supplemented, subsequent
to the respective dates as of which information is given therein, the Company shall not have incurred any material liabilities or obligations,
direct or contingent, or entered into any material transactions, not in the ordinary course of business, or declared or paid any dividends
or made any distribution of any kind with respect to its capital stock, and there shall not have been any material change in the capital
stock, or any material issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than
as a result of the exercise of any currently outstanding options, preferred stock, notes or warrants that are disclosed in the Registration
Statement or the Prospectus or the issuance of securities pursuant to the Company’s equity incentive plans or employee stock purchase
plans described in the Registration Statement or the Prospectus), or any material change in the short-term or long-term debt, of the
Company, or any Material Adverse Effect or any development that would be reasonably likely to result in a Material Adverse Effect (whether
or not arising in the ordinary course of business), or any material loss by strike, fire, flood, earthquake, accident or other calamity,
whether or not covered by insurance, incurred by the Company, the effect of which, in any such case described above, in the Agent’s
judgment, makes it impractical or inadvisable to offer or deliver the Shares.


 


(d)
The Company shall have performed each of its obligations under Section 3(q).


 


(e)
The Company shall have performed each of its obligations under Section 3(r).


 


(f)
The Company shall have performed each of its obligations under Section 3(s).


 


(g)
FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.


 


(h)
All filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Settlement Date shall have been
made within the applicable time period prescribed for such filing by Rule 424.


 


(i)
The Company shall have furnished to Agent and the Agent’s counsel such additional documents, certificates and evidence as they
may have reasonably requested.


 


(j)
Trading in the Ordinary Shares shall not have been suspended on the Exchange. The Shares shall have been listed and authorized for trading
on the Exchange prior to the first Settlement Date, and satisfactory evidence of such actions shall have been provided to the Agent and
its counsel, which may include oral confirmation from a representative of the Exchange.


 




    	35



     


    

 


(k)
On the date of the first Placement Notice and thereafter on each Bringdown Date, Ellenoff Grossman & Schole LLP, counsel for the
Agent, shall not have reasonably determined that the Base Prospectus, the Prospectus, or any Permitted Free Writing Prospectus, as of
such date, includes an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein,
in the light of the circumstances then existing, not misleading.


 


All
such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably
satisfactory in form and substance to Agent and the Agent’s counsel. The Company will furnish Agent with such conformed copies
of such opinions, certificates, letters and other documents as Agent shall reasonably request.


 


5.
Indemnification and Contribution.


 


(a)
The Company agrees to indemnify and hold harmless the Agent and each of the other Indemnified Parties (as defined below) from and against
any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all
actions suits proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in
giving testimony or furnishing documents in response to subpoena or otherwise (including, without limitation, the costs, expenses and
disbursements, as and when incurred, of investigating, preparing, pursuing or defending any such action, suit, proceeding or investigation
(whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”),
directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with this Agreement, including, without
limitation, any act or omission by the Agent in connection with its acceptance of or the performance or non-performance of its obligations
under the Agreement, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or
in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by the Agent of its rights
under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a
court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or
willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall
have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with this Agreement
for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction
(not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful
misconduct This indemnity agreement will be in addition to any liability that the Company otherwise might have.


 


(i)
These indemnification provisions shall extend to the following persons (collectively, the “Indemnified Parties”):
the Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling
persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers,
employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any
liability which the Company may otherwise have to any Indemnified Party.


 




    	36



     


    

 


(ii)
If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it
shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify
the Company shall not relieve the Company from its obligations hereunder except to the extent that the Company is actually and materially
prejudiced by such failure to notify. If the Company so elects or is requested by the Agent, the Company will assume the defense of such
action or proceeding and will employ counsel reasonably satisfactory to the Agent and will pay the fees, expenses and disbursements of
such counsel. An Indemnified Party may employ counsel to participate in the defense of any such action; provided, that the employment
by such Indemnified Party of such counsel shall be at the Indemnified Party’s own expense, unless (i) counsel for the Agent reasonably
determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent
both the Company and the Indemnified Person, (ii) the defendants include both the Indemnified Persons and the Company and the Agent reasonably
concludes that there may be legal defenses available to the Indemnified Persons that are different from or in addition to those available
to the Company, or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the
defense of such action or proceeding within a reasonable time after receiving notice of the action or proceeding, in each of which cases
the reasonable fees, expenses and disbursements of one firm representing the Indemnified Parties (unless the defense of one Indemnified
Party is unique or separate from that of another Indemnified Party subject to the same action or proceeding) will be at the expense of
the Company. In the event the Company assumes the defense of such action or proceeding, the Agent shall cooperate, and shall cause the
Indemnified Parties and any such counsel, to the extent consistent with its professional responsibilities, to cooperate, with the Company
and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party
made with the Company’s written consent. The Company shall not, without the prior written consent of the Agent, settle or compromise
any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent
(i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release
from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified
Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any
action or inaction of any Indemnified Party.


 




    	37



     


    

 


(b)
(i) The Agent will indemnify and hold harmless the Company and its affiliates and directors and each officer of the Company who signed
the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act (the “Company Indemnified Parties”) from and against any Losses to which the
Company or the Company Indemnified Parties may become subject, under the Securities Act or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the Agent), insofar as such Losses (or actions in respect thereof)
arise out of or are based upon an untrue statement or omission or alleged untrue statement or omission of a material fact contained in
the Registration Statement, any Base Prospectus, the Prospectus, or any amendment or supplement thereto or any Permitted Free Writing
Prospectus, to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration
Statement, any Base Prospectus, the Prospectus, or any amendment or supplement thereto, or any Permitted Free Writing Prospectus in reliance
upon and in conformity with written information furnished to the Company by Agent expressly for use in the preparation thereof, it being
understood and agreed that the only information furnished by the Agent consists of the information described as such in Section 5(b)(ii).
(ii) The Agent confirms and the Company acknowledges that as of the date hereof no information has been furnished in writing to the Company
by or on behalf of the Agent specifically for inclusion in the Registration Statement, any Base Prospectus, the Prospectus or any Permitted
Free Writing Prospectus, other than information about the Agent included in the Prospectus Supplement under the heading “Plan of
Distribution”.


 


(c)
In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions
is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification
may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the indemnifying
party shall contribute to the Losses to which any indemnified party may be subject (i) in accordance with the relative benefits received
by the indemnifying party and its stockholders, Subsidiaries and affiliates, on the one hand, and the indemnified party, on the other
hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion
as to reflect not only the relative benefits, but also the relative fault of the indemnifying party, on the one hand, and the indemnified
party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant
equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person
who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the
Company shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction
or transactions to which the Agreement relates relative to the amount of fees actually received by the Agent in connection with such
transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed
the amount of fees previously received by the Agent pursuant to the Agreement.


 




    	38



     


    

 


(d)
Neither the termination of this Agreement nor completion of the Offering shall affect these indemnification provisions, which shall remain
operative and in full force and effect. The indemnification provisions shall be binding upon the Company and the Agent and their respective
successors and assigns and shall inure to the benefit of the Indemnified Parties and the Company Indemnified Parties and their respective
successors, assigns, heirs and personal representatives.


 


6.
Representations and Agreements to Survive Delivery. All representations and warranties of the Company herein or in certificates
delivered pursuant hereto, and agreements of the Agent and the Company herein, including but not limited to the agreements of the Agent
and the Company contained in Section 5, shall remain operative and in full force and effect regardless of any investigation made
by or on behalf of the Agent or any controlling person thereof, or the Company or any of its officers, directors, or controlling persons,
and shall survive delivery of, and payment for, the Shares to and by the Agent hereunder.


 


7.
Termination of this Agreement. The term of this Agreement shall begin on the date hereof, and shall continue until the
earlier of (i) the sale of Shares having an aggregate offering price of $300,000,000 or (ii) the termination by either the Agent or the
Company upon the provision of ten (10) days written notice. Any such termination by mutual agreement shall in all cases be deemed to
provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect. Notwithstanding the foregoing,
the Agent shall have the right, in its sole discretion, to terminate this Agreement if at any time from the date of this Agreement to
the effectiveness of the Registration Statement, the Agent is not fully satisfied, in its sole discretion, with the results of its and
its representatives’ review of the Company and the Company’s business.


 


8.
Default by the Company. If the Company shall fail at any Settlement Date to sell and deliver the number of Shares which
it is obligated to sell hereunder, then the Agent may terminate this Agreement immediately without any liability on the part of the Agent
or, except as provided in Section 3(g), any non-defaulting party. No action taken pursuant to this Section 8 shall relieve
the Company from liability, if any, in respect of such default, and the Company shall (A) hold the Agent harmless against any loss, claim
or damage arising from or as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise
be entitled absent such default.


 




    	39



     


    

 


9.
Notices. Except as otherwise provided herein, all communications under this Agreement shall be in writing and, if to the
Agent, shall be mailed, delivered or emailed to Maxim Group LLC, 405 Lexington Avenue, New York, New York 10174, Attention: Clifford
A. Teller and James Siegel, email: cteller@maximgrp.com and/or jsiegel@maximgrp.com, with a required copy (which shall
not constitute notice) to Ellenoff Grossman & Schole LLP, counsel for the Agent, at 1345 Avenue of the Americas, New York, New York
10105 Attention: Sarah Williams, Esq., email: swilliams@egsllp.com. Notices to the Company shall be given to it at Naked Brand
Group Limited, c/o Bendon Limited, 8 Airpark Drive, Airport Oaks, Auckland 2022, New, Zealand, Attention: Justin Davis-Rice, email: justin.davis@bendon.com,
with required copies (which shall not constitute notice) to Graubard Miller, The Chrysler Building, 405 Lexington Avenue, New York, New
York 10174, Attention: Jeffrey M. Gallant, Esq., and Eric T. Schwartz, Esq., email: jgallant@graubard.com and eschwartz@graubard.com.
Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address
for such purpose.


 


10.
Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 5.
Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy
or claim under or in respect of this Agreement or any provision herein contained. The term “successors and assigns” as herein
used shall not include any purchaser, as such purchaser, of any of the Shares from the Agent.


 


11.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Agent has been retained solely to
act as an sales agent and/or principal in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship
between the Company and the Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective
of whether the Agent has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in
this Agreement were established by the Company following discussions and arms-length negotiations with the Agent and the Company is capable
of evaluating and understanding, and understands and accepts the terms, risks and conditions of the transactions contemplated by this
Agreement; (c) it has been advised that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests
that differ from those of the Company and that the Agent has no obligation to disclose such interest and transactions to the Company
by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Agent is acting, in respect of the transactions
contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (e) it waives to the fullest
extent permitted by law, any claims it may have against the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in
respect of any of the transactions contemplated by this Agreement and agrees that the Agent shall have no liability (whether direct or
indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees
or creditors of the Company.


 




    	40



     


    

 


12.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
including Section 5-1401 of the General Obligations Law of the State of New York, but otherwise without regard to conflict of laws rules
that would apply the laws of any other jurisdiction.


 


13.
Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart,
the executed counterparts shall each be deemed to be an original and all such counterparts shall together constitute one and the same
instrument.


 


14.
Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement
shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Shares.


 


15.
Entire Agreement; Amendment; Severability; Headings. This Agreement (including all schedules and exhibits attached hereto
and transaction notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements
and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor
any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one
or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable
as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent
that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid,
illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and
the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.
The section headings used in this Agreement are for convenience only and shall not affect the construction hereof.


 


16.
Waiver of Jury Trial. Each of the Company and the Agent hereby waives any right it may have to a trial by jury in respect
of any claim based upon or arising out of this Agreement or the transactions contemplated hereby.


 


[Signature
Page to Follow]


 




    	41



     


    

 


Please
sign and return to the Company the enclosed duplicates of this letter whereupon this letter will become a binding agreement between the
Company and the Agent in accordance with its terms.


 


Very
truly yours,


 


NAKED
BRAND GROUP LIMITED


 


	By:	/s/
    Justin Davis-Rice	 
	Name:	Justin
    Davis-Rice	 
	Title:	Executive
    Chairman and Chief Executive Officer	 


 


	By:	/s/
    Mark Ziirsen	 
	Name:	Mark
    Ziirsen	 
	Title:	Chief
    Financial Officer and Corporate Secretary	 


 


Confirmed
as of the date first


above
mentioned.


 


MAXIM
GROUP LLC


 


	By:	/s/
    Clifford A. Teller	 
	Name:	Clifford
    A. Teller	 
	Title:	Executive
    Managing Director, Investment Banking	 


 


[Signature
page to Naked Brand Group Limited Equity Distribution Agreement]