Exhibit
10.5


 


Relationship
agreement


 


Project
Motion


 


—


 


Naked
Brand Group Limited


Peter
Wang


Cenntro
Enterprise Limited


Trendway
Capital Limited


 


—


 




    	 



     


    

 


Relationship
agreement


 


in
relation to shares in Naked Brand Group Limited


 


	Details	 	3
	 	 	 
	Agreed
    terms	4
	 	 	 
	1.	Defined terms & interpretation	4
	 	 	 	 
	 	1.1	Defined
    terms	4
	 	1.2	Interpretation	4
	 	1.3	Headings	5
	 	 	 	 
	2.	Commencement	5
	 	 	 	 
	3. 	Right to appoint Nominee Directors	5
	 	 	 	 
	 	3.1	Minimum
    holding	5
	 	3.2	Initial
    Directors	5
	 	3.3	Appointment
    of replacement Directors	5
	 	3.4	Giving
    effect to this agreement	6
	 	 	 	 
	4.	Representations and warranties	6
	 	 	 	 
	 	4.1	Mutual
    representations and warranties	6
	 	 	 	 
	5.	Notices and other communications	6
	 	 	 	 
	 	5.1	Service
    of notices	6
	 	5.2	Effective
    on receipt	7
	 	 	 	 
	6.	Miscellaneous	7
	 	 	 	 
	 	6.1	Alterations	7
	 	6.2	Approvals
    and consents	7
	 	6.3	Assignment	7
	 	6.4	Costs	7
	 	6.5	Further
    action to be taken at each party’s own expense	7
	 	6.6	Counterparts	7
	 	6.7	Entire
    agreement	7
	 	6.8	Severability	7
	 	6.9	Waiver	7
	 	6.10	Relationship	7
	 	6.11	Governing
    law and jurisdiction	7
	 	 	 	 
	Signing
    page	8


 




    	 



     


    

 


Details


 


	Date	[insert
    Closing date] 2021


 


Parties


 


	Name	Naked
    Brand Group Limited
	ACN	619
    054 938
	Short
    form name	Company
	Notice
    details	MLC
    Centre

    Level
    61

    25
    Martin Place

    Sydney,
    NSW, 2000

	 	Attention:
    The Directors


 


	 	 
	 	 
	Name	Peter
    Wang
	Short
    form name	PW
	Notice
    details	 


 


	 	 
	 	 
	Name	Cenntro
    Enterprise Limited
	[company
    identifier / number]	[insert
    details]
	Short
    form name	CEL
	Notice
    details	 


 


	 	 
	 	 
	Name	Trendway
    Capital Limited
	[company
    identifier / number]	[insert
    details]
	Short
    form name	Trendway
	Notice
    details	 
	 	 
	 	 


 


Background


 


	A	The
    Company, CAG, and its wholly owned subsidiaries, CAG HK, CAC, and CEG, have entered into the Stock Purchase Agreement.
	 	 
	B	Immediately
    following the Closing and after giving effect to the Distribution:
	 	 	 
	 	(i)	CEL
    will beneficially own approximately [insert]% of the Shares of the Company; and
	 	 	 
	 	(ii)	Trendway
    will beneficially own approximately [insert]% of the Shares of the Company, and PW is the sole director and ultimate controller of
    each of CEL and Trendway.
	 	 	 
	C	The
    parties have agreed to enter into this agreement to put in place appropriate arrangements with respect to the rights of the Nominator
    Parties to appoint Nominee Directors to the Board on and from Closing and in the event that any of the Nominee Directors are removed
    as Directors by members pursuant to Section 203D of the Corporations Act.


 




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Agreed
terms


 


	1.	Defined
    terms & interpretation
	 	 
	1.1	Defined
    terms


 


In
this agreement:


 


Board
means the board of Directors of the Company, as constituted from time to time.


 


Business
Day means:


 


	 	(a)	for
    receiving a Notice under clause 5, a day that is not a Saturday, Sunday, public holiday or bank holiday in the place where the Notice
    is received; and
	 	 	 
	 	(b)	for
    all other purposes, a day that is not a Saturday, Sunday, public holiday or bank holiday in Sydney, Australia or New York, United
    States of America.


 


CAC
means Cenntro Automotive Corporation, a Delaware corporation and a wholly owned subsidiary of CAG.


 


CAG
means Cenntro Automotive Group Limited, a Cayman Islands company limited by shares.


 


CAG
HK means Cenntro Automotive Group Limited, a Hong Kong private company limited by shares and a wholly owned subsidiary of CAG,


 


CEG
means Cenntro Electric Group, Inc., a Delaware corporation and a wholly owned subsidiary of CAG.


 


Cessation
Date means the date that the Nominator Parties cease to collectively beneficially own at least 10% of the issued and outstanding
Shares or such other date agreed by the parties in writing.


 


Closing
has the meaning given to that term in the Stock Purchase Agreement.


 


Company
means Naked Brand Group Limited (ACN 619 054 938), an Australian company.


 


Constitution
means the constitution of the Company, as amended in the manner contemplated in the Stock Purchase Agreement (which, for the avoidance
of doubt, includes the insertion of provisions pursuant to which the Board is divided into classes of Directors who must stand for re-election
every three years).


 


Corporations
Act means the Corporations Act 2001 (Cth).


 


Director
means a member of the Board.


 


Distribution
has the meaning given to that term in the Stock Purchase Agreement.


 


Nominator
Parties means each of PW, CEL, Trendway and any other party controlled by PW which holds Shares.


 


Nominee
Director has the meaning given to that term in clause 3.1.


 


Notice
has the meaning given to that term in clause 5.1.


 


Share
means a fully paid ordinary share in the Company.


 


Stock
Purchase Agreement means the stock purchase agreement, dated November 5, 2021, entered into by and among the Company, CAC, CEG, CAG
and CAG HK.


 


	1.2	Interpretation


 


In
this agreement, except where the context otherwise requires:


 


	 	(a)	the
    singular includes the plural and vice versa, and a gender includes other genders;
	 	 	 
	 	(b)	another
    grammatical form of a defined word or expression has a corresponding meaning;
	 	 	 
	 	(c)	a
    reference to a clause, paragraph or annexure is to a clause or paragraph of, or annexure to, this agreement, and a reference to this
    agreement includes any annexure;
	 	 	 
	 	(d)	a
    reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time
    to time;


 




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	 	(e)	a
    reference to a party is to a party to this agreement, and a reference to a party to a document includes the party’s executors,
    administrators, successors and permitted assigns and substitutes;
	 	 	 
	 	(f)	a
    reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency
    or other entity;
	 	 	 
	 	(g)	a
    reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments,
    re-enactments or replacements of any of them;
	 	 	 
	 	(h)	the
    meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
	 	 	 
	 	(i)	a
    rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this
    agreement or any part of it; and
	 	 	 
	 	(j)	if
    a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed
    or the event must occur on or by the next Business Day.


 


	1.3	Headings


 


Headings
are for ease of reference only and do not affect interpretation.


 


	2.	Commencement


 


Except
as otherwise specifically provided in this agreement, the obligations of the parties under this agreement commence on Closing and terminate,
without any further action by the parties, on the Cessation Date.


 


	3.	Right
    to appoint Nominee Directors


 


	3.1	Minimum
    holding


 


For
so long as the Nominator Parties collectively beneficially own at least 10% of the issued and outstanding Shares, the Nominator Parties
will collectively have the right to nominate and have appointed nominee Directors to the Board (each a Nominee Director) in accordance
with this clause 3.


 


	3.2	Initial
    Directors


 


	 	(a)	On
    Closing, the Board shall be made up of five (5) Directors and shall be constituted in accordance with Section 6.13 of the Stock Purchase
    Agreement.
	 	 	 
	 	(b)	The
    parties acknowledge that, as of the closing of the Stock Purchase Agreement, each of Joe Tong, Chris Thorne, Simon Charles Howard
    Tripp and PW:
	 	 	 	 
	 	 	(i)	have
    been appointed as Directors in accordance with the Stock Purchase Agreement;
	 	 	 	 
	 	 	(ii)	are
    be deemed to be Nominee Directors; and
	 	 	 	 
	 	 	(iii)	are
    a Class I, a Class II, a Class III and the managing Director (including for the purposes of rules 19 and 23 of the Constitution),
    respectively, for the purposes of the classified Board provisions of the Constitution.


 


	3.3	Appointment
    of replacement Directors


 


	 	(a)	In
    the event that any Nominee Director is removed by members as a Director pursuant to section 203D of the Corporations Act (Previous
    Nominee), then PW may give notice in writing to the Company of the person the Nominator Parties wish to nominate as their Nominee
    Director in place of the Previous Nominee, together with a consent to act signed by the individual who is to be appointed as the
    Nominee Director.
	 	 	 
	 	(b)	The
    Company must ensure that any person nominated under clause 3.3(a) is appointed as a Nominee Director and of the same class of Director
    as the Previous Nominee within two Business Days of receipt of a notice from PW and the signed consent to act from the Nominee Director
    in accordance with clause 3.3(a).
	 	 	 
	 	(c)	Each
    Nominee Director will be appointed on terms consistent with the other non-Chairman, non-executive Directors of the Company.


 




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	3.4	Giving
    effect to this agreement


 


	 	(a)	The
    Company agrees to use reasonable endeavours to procure that the Directors that are not Nominee Directors act in a manner to give
    effect to this agreement.
	 	 	 
	 	(b)	The
    Company agrees that, prior to the Cessation Date, the Company shall not amend rule 19 of the Constitution or otherwise adopt any
    provision that is inconsistent with the terms of rule 19 of the Constitution or this Agreement without the prior written consent
    of PW.


 


	4.	Representations
    and warranties


 


	4.1	Mutual
    representations and warranties


 


Each
party warrants to the other party that:


 


	 	(a)	if
    it is a corporation, it is validly existing under the laws of its place of incorporation or registration;
	 	 	 
	 	(b)	it
    has the power and authority (or capacity) to enter into and perform its obligations under this agreement;
	 	 	 
	 	(c)	assuming
    the due authorization, execution, and delivery thereof by the other parties, the execution and delivery of this agreement by it will
    constitute legal, valid and binding obligations of it, enforceable in accordance with its terms;
	 	 	 
	 	(d)	it
    is not insolvent and no circumstances have arisen or may be reasonably expected to arise in consequence of which it may become insolvent,
    and no meeting has been convened, resolution proposed, petition presented or order made for the winding up of it and no receiver,
    receiver and manager, provisional liquidator, liquidator or other officer of a court or like person has been appointed in relation
    to any of its assets and no mortgagee has taken or attempted or indicated in any manner any intention to take possession of any of
    its assets; and
	 	 	 
	 	(e)	the
    execution, delivery and performance of this agreement by it will not violate:
	 	 	 	 
	 	 	(i)	any
    legislation or rule of law or regulation, authorisation, consent or any order or decree of any governmental authority;
	 	 	 	 
	 	 	(ii)	if
    it is a corporation, its constituent documents;
	 	 	 	 
	 	 	(iii)	any
    legislation, rules or other document constituting that party or governing its activities; or
	 	 	 	 
	 	 	(iv)	any
    instrument to which it is a party or any instrument or judgement which is binding on it or any of its assets,
	 	 	 	 
	 	 	and
    will not result in the creation or imposition of any encumbrance or restriction of any nature on any of its assets.


 


	5.	Notices
    and other communications


 


	5.1	Service
    of notices


 


A
notice, demand, consent, approval or communication under this agreement (Notice) must be:


 


	 	(a)	in
    writing, in English and signed by a person duly authorised by the sender; and
	 	 	 
	 	(b)	hand
    delivered or sent by prepaid post or internationally recognized overnight delivery service to the recipient’s address for Notices
    specified in the Details, as varied by any Notice given by the recipient to the sender.


 




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	5.2	Effective
    on receipt


 


A
Notice given in accordance with clause 5.1 takes effect when taken to be received (or at a later time specified in it), and is taken
to be received:


 


	 	(a)	if
    hand delivered, on delivery;
	 	 	 
	 	(b)	if
    sent by prepaid post, the fifth Business Day after the date of posting (or the twelfth Business Day after the date of posting if
    posted to or from a place outside Australia); and
	 	 	 
	 	(c)	if
    sent by internationally recognized overnight delivery service, the second Business Day after the date of posting,


 


but
if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received
at 9.00am on the next Business Day.


 


	6.	Miscellaneous
	 	 
	6.1	Alterations


 


This
agreement may be altered only in writing signed by each party.


 


	6.2	Approvals
    and consents


 


Except
where this agreement expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any
approval or consent under this agreement.


 


	6.3	Assignment


 


	 	(a)	Rights
    arising out of or under this agreement are not assignable by a party without the prior written consent of the other parties.
	 	 	 
	 	(b)	A
    breach of clause 6.3(a) by a party entitles the other party to terminate this agreement.


 


	6.4	Costs


 


The
Company must pay all costs, fees and expenses of negotiating, preparing and executing this agreement.


 


	6.5	Further
    action to be taken at each party’s own expense


 


Each
party must, at its own expense, do all things and execute all documents necessary to give full effect to this agreement and the transactions
contemplated by it.


 


	6.6	Counterparts


 


	 	(a)	This
    agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
	 	 	 
	 	(b)	The
    parties acknowledge and agree that:
	 	 	 	 
	 	 	(i)	they
    are willing, able and have the appropriate authorisation to execute this agreement electronically, including any counterparts;
	 	 	 	 
	 	 	(ii)	they
    intend to be bound by executing electronically in the same way and to the same extent as if they executed using wet signatures and/or
    an exchange of paper originals; and
	 	 	 	 
	 	 	(iii)	each
    party shall be entitled to rely on the electronically executed document in the same way and to the same extent as a duly executed,
    paper original.


 


	6.7	Entire
    agreement


 


This
agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all agreements or
understandings dated before the date of this agreement between the parties in connection with its subject matter.


 


	6.8	Severability


 


A
term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms
or parts of the term of this agreement continue in force.


 


	6.9	Waiver


 


A
party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or
partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.
A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.


 


	6.10	Relationship


 


Except
where this agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between
the parties.


 


	6.11	Governing
    law and jurisdiction


 


This
agreement is governed by the law of New South Wales and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction
of the courts of New South Wales.


 




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Signing
page


 


EXECUTED
as a deed.


 


	Executed
    by Naked Brand Group Limited ACN 619 054 938 in accordance with section 127 of the Corporations Act 2001 (Cth):	 	 
	 	 	 
	 	 	 
	Signature
    of director	 	Signature
    of director/company secretary
	 	 	(Please
    delete as applicable)
	 	 	 
	 	 	 
	Name
    of director (print)	 	Name
    of director/company secretary (print)


 


	Signed
    by Peter Wang in the presence of:	 	 
	 	 	 
	 	 	 
	Signature
    of witness	 	Peter
    Wang
	 	 	 
	 	 	 
	Name
    of witness (print)	 	 


 


	Executed
    by Cenntro Enterprise Limited by the following authorised officers:	 	 
	 	 	 
	 	 	 
	Signature
    of authorised officer	 	Signature
    of authorised officer
	 	 	 
	 	 	 
	Name
    of authorised officer (print)	 	Name
    of authorised officer (print)


 


	Executed
    by Trendway Capital Limited by the following authorised officers:	 	 
	 	 	 
	 	 	 
	Signature
    of authorised officer	 	Signature
    of authorised officer
	 	 	 
	 	 	 
	Name
    of authorised officer (print)	 	Name
    of authorised officer (print)


 




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