Exhibit
10.3


 


SUPPORT
AGREEMENT


 


This
SUPPORT AGREEMENT (this “Agreement”), dated as of November 5, 2021, is entered into by and among Naked Brand Group
Limited (ACN 619 054 938), an Australian company (“Parent”), Cenntro Automotive Group Limited, a Cayman Islands company
limited by shares (“CAG”), and each undersigned shareholder of CAG (any such shareholder, a “Shareholder”
and, together with Parent and CAG, the “Parties” and each a “Party”). Capitalized terms used herein
and not otherwise defined shall have the meaning ascribed to them in the Stock Purchase Agreement, dated as of November 5, 2021 (as amended,
supplemented or otherwise modified from time to time, the “Stock Purchase Agreement” or the “SPA”),
by and among Parent, CAG, and Cenntro Automotive Group Limited, a Hong Kong private company limited by shares and a wholly owned subsidiary
of CAG (“CAG HK”), Cenntro Automotive Corporation, a Delaware corporation and a wholly owned subsidiary of CAG (“CAC”),
and Cenntro Electric Group, Inc., a Delaware corporation and a wholly owned subsidiary of CAG (“CEG” and, collectively
with CAG HK and CAC, the “Companies” and each a “Company”).


 


RECITALS


 


WHEREAS,
as of the date of this Agreement, each Shareholder is the record holder, beneficial owner (as such term is defined in Rule 13d-3 under
the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially”
is used), and has full voting power over ordinary and/or preferred shares of CAG set forth on such Shareholder’s signature page
hereto (such ordinary and/or preferred shares of CAG and any additional ordinary or preferred shares of CAG that are hereafter held of
record or beneficially owned by a Shareholder, collectively, the “CAG Shares”);


 


WHEREAS,
Parent, CAG, and the Companies have entered into the Stock Purchase Agreement, pursuant to which CAG will sell (i) all of the issued
and outstanding ordinary shares of CAG HK (the “CAG HK Shares”), (ii) all of the issued and outstanding shares of
common stock, par value $0.001 per share, of CAC (the “CAC Shares”), and (iii) all of the issued and outstanding shares
of common stock, par value $0.01 per share, of CEG (together with the CAG HK Shares and the CAC Shares, the “Company Shares”)
to Parent in exchange for fully paid ordinary shares of Parent, on the terms and subject to the conditions set forth in the SPA (the
“Acquisition”);


 


WHEREAS,
Parent desires that each Shareholder agree, and each Shareholder is willing to agree, subject to the limitations herein and during the
Applicable Period, (1) not to Transfer (as defined below) any of its CAG Shares, (2) to vote its CAG Shares (or cause its CAG Shares
to be voted), or provide or cause to be provided a written consent in lieu thereof, in a manner so as to facilitate consummation of the
Acquisition and the other transactions contemplated by the SPA, and (3) to undertake certain additional obligations pursuant to this
Agreement; and


 


WHEREAS,
Parent, CAG, and each Shareholder desire to make certain representations, warranties, covenants and agreements in connection with this
Agreement;


 


NOW,
THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth in this
Agreement, the Parties agree as follows:


 


article
1


VOTING
AND TRANSFER OF CAG SHARES


 


1.1
Voting.


 










(a)The
Shareholder irrevocably and unconditionally agrees, during the period beginning on the date of this Agreement and ending on the Expiration
Date (the “Applicable Period”), at each meeting of CAG shareholders (a “Meeting”) and at each adjournment
or postponement thereof, and in connection with each action or approval by consent in writing of CAG shareholders (a “Consent
Solicitation”), which written consent shall be delivered promptly, and in any event within twenty four (24) hours, after CAG
requests such delivery, to cause to be present in person or represented by proxy and to vote or cause to be voted (or express consent
or dissent in writing, as applicable) the CAG Shares set forth on the Shareholder’s signature page hereto and any additional CAG
Shares that are hereafter held of record or beneficially owned by the Shareholder that are entitled to vote (or express consent or dissent
in writing, as applicable), in each case as follows:


 






(i)
in favor (including by executing and delivering, and
not revoking or attempting or purporting to revoke, any written consents) of any proposal for CAG shareholders to approve the SPA, the
Acquisition, and any other matters relating to CAG necessary for consummation of the transactions contemplated by the SPA (the “Matters”);



 



    	 



     


    

  


(ii)
in favor of any proposal to adjourn a Meeting at which
there is a proposal for CAG shareholders to approve any Matter to a later date if there are not sufficient votes to approve the Matter
or if there are not sufficient CAG Shares present in person or represented by proxy at such Meeting to constitute a quorum;


 


(iii)
against any proposal, offer or submission with respect
to a CAG Competing Proposal or the adoption of any agreement to enter into a CAG Competing Proposal;


 


(iv)
against any proposal for any amendment or modification
of CAG’s Charter Documents that would change the voting rights of any CAG Shares or the number of votes required to approve any
proposal, including the vote required to adopt the Matters; and


 


(v)
against any action, transaction, agreement or proposal
that would, or would reasonably be expected to (A) result in a breach of any representation, warranty, covenant or any other obligation
or agreement of CAG and/or any of the Companies under the SPA or any agreement ancillary thereto or the Shareholder under this Agreement
or any of the conditions to the consummation of the Acquisition under the SPA not being fulfilled on a timely basis, (B) prevent, delay
or impair consummation of the Acquisition or dilute, in any material respect, the benefit of the Acquisition to Parent, or (C) facilitate
any proposal, offer or submission with respect to a CAG Competing Proposal or any agreement to enter into a CAG Competing Proposal.


 


(b)
Any vote required to be cast or consent or dissent in
writing required to be expressed pursuant to this Section 1.1 shall be cast or expressed in accordance with the applicable procedures
relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for
purposes of recording the results of that vote or Consent Solicitation. For the avoidance of doubt, nothing contained herein requires
the Shareholder (or entitles any proxy of the Shareholder) to convert, exercise or exchange any options, warrants or convertible securities
in order to obtain any underlying CAG Shares.


 


(c)
During the Applicable Period, the Shareholder agrees
not to enter into any commitment, agreement, understanding or similar arrangement with any Person to vote or give voting instructions
or express consent or dissent in writing in any manner inconsistent with the terms of this Section 1.1.


 


1.2
No Transfers. During the Applicable Period, the
Shareholder agrees not to, directly or indirectly, in one or more transactions, whether by merger, consolidation, division, operation
of law, or otherwise (including by succession or otherwise by operation of applicable Legal Requirements): (a) sell, convey, assign,
transfer, exchange, pledge, hypothecate or otherwise encumber or dispose of any CAG Shares (or any right, title or interest therein)
or any rights to acquire any securities or equity interests of CAG; (b) deposit any CAG Shares or any rights to acquire any securities
or equity interests of CAG into a voting trust or enter into a voting agreement or any other arrangement with respect to any CAG Shares
or any rights to acquire any securities or equity interests of CAG or grant or purport to grant any proxy or power of attorney with respect
thereto that is inconsistent with this Agreement; (c) enter into any contract, option, call or other arrangement or undertaking, whether
or not in writing, with respect to the direct or indirect sale, conveyance, assignment, transfer, exchange, pledge, hypothecation or
other encumbrance or disposition, or limitation on the voting rights, of any CAG Shares (or any right, title or interest therein) or
any rights to acquire any securities or equity interests of CAG; (d) otherwise grant, permit or suffer the creation of any Lien on any
CAG Shares, other than Permitted Liens; or (e) approve or commit or agree to take any of the foregoing actions (any action described
in the immediately preceding sentence, a “Transfer”); provided, however, that the foregoing shall not
prohibit Transfers (i) between the Shareholder and any Affiliate of the Shareholder, (ii) if the Shareholder is an individual, to a trust
for the benefit of the Shareholder or to any member of a Shareholder’s immediate family or a trust for the benefit of such immediate
family member or (iii) if the Shareholder is an individual, by will, other testamentary document or under the laws of intestacy upon
the death of Shareholder, in each case, so long as, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate
or transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Annex A. Any Transfer
or action in violation of this Section 1.2 shall be void ab initio. If any involuntary Transfer of any of CAG Shares occurs,
the transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such CAG Shares subject to all
of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect during the Applicable
Period.


 






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1.3
Stop Transfer. The Shareholder shall not request
that CAG register any transfer of any certificate or book-entry of CAG Shares or other uncertificated interest representing any CAG Shares
made in violation of the restrictions set forth in Section 1.2 during the Applicable Period and hereby authorizes and instructs
CAG to instruct its transfer agent, if any, to enter a stop transfer order with respect to all of the CAG Shares, subject to the provisions
hereof; provided that any such stop transfer order will immediately be withdrawn and terminated by CAG following the termination
of this Agreement.


 


1.4
Public Announcements; Filings; Disclosures.


 


(a)
The Shareholder (and the Shareholder’s controlled
Affiliates) shall not issue any press release or make any other public announcement or public statement (a “Public Communication”)
with respect to this Agreement, the SPA, or the transactions contemplated hereby or thereby, without the prior written consent of Parent
and CAG (such consent not to be unreasonably withheld, conditioned or delayed), except as required by applicable Legal Requirements,
in which case the Shareholder shall use its reasonable best efforts to provide Parent and CAG and their respective legal counsel with
a reasonable opportunity to review and comment on such Public Communication in advance of its issuance and shall give reasonable and
good faith consideration to any such comments, or as contemplated by the Transaction.


 


(b)
The Shareholder hereby consents to and authorizes CAG
and Parent to publish and disclose in any Public Communication or in any disclosure required by the SEC and in the Registration Statement
and Notice of Meeting prepared by Parent and filed with the SEC and ASIC relating to the Extraordinary General Meeting the Shareholder’s
identity and ownership of CAG Shares and the Shareholder’s obligations under this Agreement (the “Shareholder Information”),
consents to the filing of this Agreement, to the extent required by applicable Legal Requirements to be filed with the SEC or any regulatory
authority relating to the Acquisition, and agrees to cooperate with Parent in connection with such filings, including providing Shareholder
Information reasonably requested by Parent.


 


1.5
Non-Solicitation. The Shareholder acknowledges
that the Shareholder has read Section 6.05 of the SPA. In addition, the Shareholder agrees that the restrictions imposed on CAG and the
Companies pursuant to Section 6.05 of the SPA shall, during the Applicable Period, be binding upon the Shareholder mutatis mutandis
and further agrees not to take (and agrees to cause its controlled Affiliates and its and their Representatives not to take), directly
or indirectly, any action that would violate Section 6.05 of the SPA if such action were taken by CAG or any of the Companies.


 


1.6
No Agreement as Director or Officer. The Shareholder
is entering into this Agreement solely in the Shareholder’s capacity as record or beneficial owner of CAG Shares and nothing herein
is intended to or shall limit or affect any actions taken by the Shareholder or any employee, officer, director (or person performing
similar functions), partner or other Affiliate (including, for this purpose, any appointee or representative of the Shareholder to the
board of directors of CAG or of the Companies) of the Shareholder in his or her capacity as a manager or officer of CAG or any of the
Companies (or a Subsidiary of CAG or any of the Companies) or other fiduciary capacity for CAG shareholders.


 






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1.7
Acquisition of Additional CAG Shares. In the
event that, during the Applicable Period, (a) any CAG Shares are issued to the Shareholder, (b) the Shareholder purchases or otherwise
acquires beneficial ownership of any CAG Shares or (c) the Shareholder acquires the right to vote or share in the voting of any CAG Shares
(collectively the “New Securities”), then such New Securities acquired or purchased by such Shareholder shall be subject
to the terms of this Agreement to the same extent as if they constituted the CAG Shares owned by the Shareholder as of the date hereof.


 


1.8
No Litigation. The Shareholder hereby agrees
not to commence, maintain or participate in, or facilitate, assist or encourage, and agrees to take all actions necessary to opt out
of any class in any class action with respect to, any claim, derivative or otherwise, suit, proceeding or cause of action, in law or
in equity, in any court or before any Governmental Authority (a) challenging the validity of, or seeking to enjoin or delay the operation
of, any provision of this Agreement or the SPA or the transactions contemplated hereby or thereby (including any claim seeking to enjoin
or delay the consummation of the Acquisition), (b) alleging a breach of any fiduciary duty of any Person or alleging that any Person
aided or abetted any breach of any fiduciary duty of any Person in connection with this Agreement or the SPA or the transactions contemplated
thereby or thereby, or (c) otherwise relating to the SPA, this Agreement or the Acquisition or other transactions contemplated hereby
or thereby. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit the Shareholder from enforcing the Shareholder’s
rights under this Agreement or the Shareholder’s right to receive its portion of the Acquisition Shares pursuant to the SPA and
the Distribution.


 


1.9
Further Assurances. The Shareholder shall execute
and deliver, or cause to be executed and delivered, such further certificates, instruments and other documents and to take such further
actions as Parent or CAG may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement
and the SPA.


 


article
2


REPRESENTATIONS
AND WARRANTIES OF THE SHAREHOLDER


 


The
Shareholder hereby represents and warrants to Parent and CAG as follows:


 


2.1
Organization; Authorization. In the event the
Shareholder is an individual, the Shareholder has full power, right and legal capacity to execute and deliver this Agreement and to perform
his or her obligations hereunder. In the event the Shareholder is a legal entity, (a) the Shareholder is an entity duly organized, validly
existing and, to the extent such concept is recognized, in good standing under the applicable Legal Requirements of the Shareholder’s
jurisdiction of its organization, (b) the Shareholder has all requisite corporate, limited liability company or similar power and authority
and has taken all action necessary in order to execute and deliver this Agreement, to perform the Shareholder’s obligations under
this Agreement and consummate the transactions contemplated by this Agreement, and (c) no approval by any holder of the Shareholder’s
equity interests is necessary to approve this Agreement that has not been received as of the date hereof. This Agreement has been duly
authorized, executed and delivered by the Shareholder and, in the event the Shareholder is an individual and is married and any of the
Shareholder’s CAG Shares constitute community property or spousal approval is otherwise required in order for this Agreement to
be a valid and binding obligation of the Shareholder, this Agreement has been duly authorized, executed and delivered by or on behalf
of the Shareholder’s spouse, and this Agreement constitutes a valid and binding agreement of the Shareholder enforceable against
the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.


 


2.2
Governmental Filings; No Violations; Certain Contracts.
The execution, delivery and performance by the Shareholder of this Agreement and the consummation by the Shareholder of the transactions
contemplated hereby do not and will not (a) conflict with or violate any United States or non-United States statute, law, ordinance,
regulation, rule, code, executive order, injunction, judgment, decree or other order applicable to the Shareholder, (b) require any consent,
approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (c) result in the creation
of any encumbrance on any CAG Shares (other than under this Agreement) or (d) conflict with or result in a breach of or constitute a
default under any provision of the Shareholder’s governing documents or any agreement (including any voting agreement) to which
the Shareholder is a party.


 






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2.3
Litigation. As of the date of this Agreement,
except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Shareholder
to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement (a) there is no action,
suit, demand, complaint, litigation, review, audit, hearing, arbitration, proceeding, investigation or similar dispute by or before any
Governmental Authority or otherwise pending or, to the knowledge of the Shareholder, threatened against the Shareholder or any of its
Affiliates, and (b) neither the Shareholder nor any of its Affiliates is a party to or subject to the provisions of any judgment, order,
writ, injunction, decree or award of any Governmental Authority.


 


2.4
Ownership of CAG Shares; Voting Power. The Shareholder’s
signature page hereto correctly sets forth the Shareholder’s CAG Shares as of the date of this Agreement and, other than such CAG
Shares, as of the date of this Agreement, there are no securities of CAG (or any securities convertible, exercisable or exchangeable
for, or rights to purchase or acquire, any securities of CAG) held of record or beneficially owned by the Shareholder or in respect of
which the Shareholder has voting power. The Shareholder has not made any Transfer of CAG Shares and the Shareholder is the record holder
and beneficial owner of all of its CAG Shares and has, and shall have throughout the Applicable Period, good and valid title to the CAG
Shares and full voting power and power of disposition with respect to all such CAG Shares, free and clear of any Liens, except for any
such Lien that (a) may be imposed pursuant to (i) this Agreement, the SPA and the transactions contemplated hereby and thereby, (ii)
any applicable restrictions on transfer under applicable Legal Requirements (including securities laws) or (iii) CAG’s Charter
Documents or the terms of any customary custody or similar agreement applicable to CAG Shares held in brokerage accounts, or (b) would
not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Shareholder perform its
obligations under this Agreement or to consummate the transactions contemplated by this Agreement. No Person has any contractual or other
right or obligation to purchase or otherwise acquire any of the Shareholder’s CAG Shares other than pursuant to the SPA or as set
forth in CAG’s Charter Documents.


 


2.5
Reliance. The Shareholder understands and acknowledges
that Parent is relying upon the Shareholder’s execution, delivery and performance of this Agreement and upon the representations
and warranties and covenants of the Shareholder contained in this Agreement.


 


2.6
Finder’s Fees. Except as set forth in Schedule
3.26 to the SPA, no agent, broker, investment banker, finder or other intermediary is or shall be entitled to any fee or commission or
reimbursement of expenses from Parent, CAG, the Companies, or any of their respective Affiliates, in respect of this Agreement based
upon any arrangement or agreement made by or on behalf of the Shareholder.


 


2.7
Registration Statement/Notice of Meeting. None
of the information supplied in writing or to be supplied by the Shareholder specifically for inclusion or incorporation by reference
in the Registration Statement, Notice of Meeting or any amendment or supplement thereto will, at the date of mailing of the Prospectus
to the holders of CAG capital stock or at the time of the CAG Shareholder Meeting, or at the date of mailing of the Notice of Meeting
to the Parent shareholders or at the time of the Extraordinary General Meeting, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


2.8
Other Agreements. The Shareholder has not taken
or permitted any action that would or would reasonably be expected to (a) constitute or result in a breach hereof, (b) make any representation
or warranty of the Shareholder set forth herein untrue or inaccurate or (c) otherwise restrict, limit or interfere with the performance
of this Agreement, the SPA or the transactions contemplated by this Agreement or the SPA.


 


2.9
Adequate Information. The Shareholder acknowledges
that the Shareholder is a sophisticated investor with respect to the Shareholder’s CAG Shares and has adequate information concerning
the business and financial condition of CAG and Parent to make an informed decision regarding the transactions contemplated by this Agreement
and has, independently and without reliance upon Parent, CAG, any of the Companies, or any Affiliate of Parent, CAG, or any of the Companies,
and based on such information as the Shareholder has deemed appropriate, made the Shareholder’s own analysis and decision to enter
into this Agreement. The Shareholder acknowledges that the Shareholder has received and reviewed this Agreement and the SPA and has had
the opportunity to seek independent legal advice prior to executing this Agreement.


 


2.10
No Other Representations or Warranties. Except
for the representations and warranties made by the Shareholder in this Article 2, neither the Shareholder nor any other Person
makes any express or implied representation or warranty to Parent in connection with this Agreement or the transactions contemplated
by this Agreement, and the Shareholder expressly disclaims any such other representations or warranties.


 






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article
3


REPRESENTATIONS
AND WARRANTIES OF PARENT AND CAG


 


Each
of Parent and CAG represents and warrants to the Shareholder as follows:


 


3.1
Organization. Such Party is a legal entity duly
organized or incorporated, as applicable, validly existing and, to the extent such concept is recognized, in good standing under the
laws under which it was incorporated.


 


3.2
Corporate Authority. Such Party has all requisite
corporate power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform its obligations
under this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered
by such Party and constitutes a valid and binding agreement of such Party enforceable against such Party in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity.


 


3.3
No Other Representations or Warranties. Except
for the representations and warranties made by Parent and CAG in this Article 3, neither such Party nor any other Person makes
any express or implied representation or warranty to the Shareholder in connection with this Agreement or the transactions contemplated
by this Agreement, and the Shareholder expressly disclaims reliance upon, and the Shareholder acknowledges and agrees that such Party
expressly disclaims, any such other representations or warranties.


 


article
4


GENERAL
PROVISIONS


 


4.1
Termination. This Agreement, including the voting
agreements contemplated by this Agreement, shall automatically terminate at the earliest to occur of: (a) immediately prior to the Closing;
(b) the termination of the SPA pursuant to Article VIII thereof; or (c) the effective date of a written agreement duly executed and delivered
by Parent, CAG and the Shareholder terminating this Agreement (the date and time at which the earliest of clause (a), (b), and
(c) occurs being, the “Expiration Date”); provided, however, that, in the case of any termination pursuant
to clause (a), Section 1.4 (Public Announcements; Filings; Disclosure), Section 1.8 (No Litigation) and Section
1.9 (Further Assurances) and this Article 4 shall survive such termination. Nothing set forth in this Section 4.1
or elsewhere in this Agreement shall relieve any Party of any liability or damages to any other Party for any intentional and willful
breach of this Agreement by such Party prior to such termination or actual and intentional fraud in connection with, arising out of or
otherwise related to the representations and warranties set forth in this Agreement or any instrument or other document delivered pursuant
to this Agreement.


 


4.2
Notices. All notices and other communications
between the Parties shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered
after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c)
when delivered by FedEx or other nationally recognized overnight delivery service or (d) when e-mailed during normal business hours (and
otherwise as of the immediately following Business Day), addressed as follows:


 


If
to Parent:


 


Naked
Brand Group Limited


Level
61, MLC Centre


25
Martin Place


Sydney,
NSW 2000


Australia


Attention:Justin
Davis-Rice


E-mail:
justin.davis@nakedbrands.com


 


With
copies to:


 


Graubard
Miller


The
Chrysler Building


405
Lexington Avenue, 11th Floor


New
York, New York 10174


Attention:
Jeffrey M. Gallant / Eric T. Schwartz


E-mail:
jgallant@graubard.com / eschwartz@graubard.com


 






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If
to CAG or any of the Companies:


 


Cenntro
Automotive Group Limited


c/o
Cenntro Electric Group, Inc.


501
Okerson Road


Freehold,
New Jersey 07728


Attention:Peter
Z. Wang


Email:peterw@cenntromotors.com


 


with
copies to (which shall not constitute notice):


 


Pillsbury
Winthrop Shaw Pittman LLP


 


31
West 52nd Street


New
York, New York 10019


Attention:
Jonathan J. Russo / Ted Powers III


Email: jonathan.russo@pillsburylaw.com / ted.powers@pillsbury.com


 


If
to the Shareholder, to the Shareholder’s address set forth on a signature page hereto.


 


4.3
Expenses. Except as otherwise provided herein
or in the SPA, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid
by the Party incurring such costs and expenses, whether or not the Acquisition is consummated.


 


4.4
Counterparts; Electronic Delivery. This Agreement,
and the consummation thereof, may be executed in counterparts, all of which shall be considered one and the same document and shall become
effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party, it being understood
that all Parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other Party of a counterpart
executed by a Party shall be deemed to meet the requirements of the previous sentence.


 


4.5
Entire Agreement; Third Party Beneficiaries.
This Agreement and the documents and instruments and other agreements between the Parties as contemplated by or referred to herein, including
the annexes hereto (a) constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all
prior agreements and understandings, both written and oral, between the Parties and any of their respective Affiliates with respect to
the transactions contemplated hereby; and (b) are not intended to confer upon any other person any rights or remedies hereunder (except
as specifically provided in this Agreement). No representations, warranties, covenants, understandings or agreements, oral or otherwise,
relating to the transactions contemplated by this Agreement exist between the Parties, except as expressly set forth or referenced in
this Agreement and the SPA.


 


4.6
Severability. In the event that any provision
of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable,
the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances
will be interpreted so as reasonably to effect the intent of the Parties. The Parties further agree to modify this Agreement to replace
such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible,
the economic, business, and other purposes of such void or unenforceable provision.


 



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4.7
Other Remedies; Specific Performance. Except
as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive
of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude
the exercise of any other remedy. The Parties agree that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties
shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which
they are entitled at law or in equity. Each Party agrees that it will not oppose the granting of specific performance and other equitable
relief on the basis that the other Party has an adequate remedy at law or that an award of specific performance is not an appropriate
remedy for any reason at law or equity. The Parties acknowledge and agree that any Party seeking an injunction to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section shall not be required
to provide any bond or other security in connection with any such injunction.


 


4.8
Governing Law. This Agreement shall be governed
by and construed in accordance with the internal law of the State of Delaware, regardless of the law that might otherwise govern under
applicable principles of conflicts of law thereof.


 


4.9
Consent to Jurisdiction; WAIVER OF TRIAL BY JURY.
Each of the Parties irrevocably consents to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware
Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have
exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) in connection
with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served
upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead
any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereby agrees
not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction
or courts other than as provided herein. Without limiting the foregoing, each Party agrees that service of process on such Party in accordance
with Section 4.2 shall be deemed effective service of process on such Party and each Party waives any further argument that such
service is insufficient. Each of the Parties (a) certifies that no representative, agent or attorney of any other Party has represented,
expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges
that it and the other Parties have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable,
by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


4.10
Assignment. No Party may assign either this Agreement
or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties. Subject to the first
sentence of this Section, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors
and permitted assigns.


 


4.11
Amendment. This Agreement may be amended by the
Parties at any time only by execution of an instrument in writing signed on behalf of each of the Parties.


 


[Signature
Page Follows]


 




    	8



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.


 


	EXECUTED
                                            by NAKED BRAND GROUP LIMITED

                           ACN
                           619 054 938 in accordance with section 127(1) of the Corporations Act 2001 (Cth):
	 	 
		 	
		 	 
	Signature
    of Director 	 	Signature
                                            of Director / Company Secretary

        (delete
        as applicable)

	 

                                                           
	 	 
	Name
                                            of Director

        (Please
        print)
	 	Name
                                            of Director / Company Secretary

        (Please
        print)



 


[Signature Page to Support Agreement]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


	 	CENNTRO
    AUTOMOTIVE GROUP LIMITED, a Cayman Islands company limited by shares
	 	 	                   
	 	By:	
	 	Name:
    	 
	 	Title:
    	 


 








[Signature
Page to Support Agreement]


 






    	 



     


    

 





IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.


 


SHAREHOLDER


 


If
individual:


 


		 	 
	Signature
    of Shareholder	 	 
	 	 	 
	 	 	 
	Printed
    Name of Shareholder	 	 
	 	 	 
	 	 	 
	Signature
    of Shareholder’s Spouse (if applicable)	 	Printed
    Name of Shareholder’s Spouse (if applicable)


 





If
entity:





	 	 	 
	Printed
    Name of Entity	 
	 	 	 
	By:	 	 
	Name:		 
	Title:		 


 


Address
of Shareholder:


 


	Series	 	CAG
                                            Shares Owned

    Beneficially
	 	CAG
    Shares Held of Record	 	CAG
                                            Shares Over Which the

    Shareholder
    has

    Full
    Voting Power

				 		 	
	 	 	 	 	 	 	 


 





Note:
Please indicate class, series and subseries of CAG Shares, as applicable.


 





[Signature Page to Support Agreement] 


 




    	 



     


    

 


ANNEX
A


 


FORM
OF JOINDER


 


This
Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining
Party”) in accordance with the Support Agreement, dated as of [●], 2021 (as amended, supplemented or otherwise modified
from time to time, the “Support Agreement”), by and between Parent, CAG, and the CAG shareholders party thereto. Capitalized
terms used herein and not otherwise defined shall have the meaning ascribed to them in the Support Agreement.


 


The
Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed
to be a party to, and a “Shareholder” under, the Support Agreement as of the date hereof and shall have all of the rights
and obligations of a Shareholder as if it had executed the Support Agreement. The Joining Party hereby ratifies, as of the date hereof,
and agrees to be bound by, all of the terms, provisions and conditions contained in the Support Agreement.


 


IN
WITNESS WHEREOF, the undersigned has duly executed this Joinder Agreement as of the date written below.


 



	Date:
    [●], 20[●]	 	            
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address
    for Notices:
	 	 	 
	 	With
    copies to: