Exhibit 10.1




AMENDMENT
TO

SECURITIES PURCHASE AGREEMENT


 


This
Amendment to Securities Purchase Agreement (this “Amendment”), dated as of March 10, 2021, is by and among
Naked Brand Group Limited, an Australian corporation (the “Company”), and each purchaser identified on the
signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


Factual
Background


 


A.
The Company and Purchasers entered into a Securities Purchase Agreement, dated as of February 24, 2021 (as amended, the “Original
Agreement”).


 


B.
The Original Agreement provided that each Purchaser would purchase, and the Company would sell to each Purchaser, on the Closing
Date, such number of Units as set forth on the signature pages of the Original Agreement, at a price per Unit of US$0.93, with
each Unit consisting of one share of Common Stock and one Warrant. The form of Warrant was included as an exhibit to the Original
Agreement.


 


C.
The Parties have agreed to reduce the price per Unit from US$0.93 to US$0.85 and to make certain changes to the form of Warrant
to, among other things, reduce the initial exercise price from US$1.13 per share to US$0.935 and limit the number of Ordinary
Shares which may be issued upon cashless exercise of the Warrant by, among other things, increasing the floor price and inserting
a maximum number of Ordinary Shares.


 


D.
Section 5.5 of the Original Agreement provides that the Original Agreement may be amended by the Company and Purchasers which
purchased at least 50.1% in interest of the Units as of the date of the Original Agreement. Purchasers of 100% in interest of
the Units as of the date of the Original Agreement are parties to this Amendment.


 


E.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


1.
Amendments to Original Agreement.


 


(a)
The definition of “Per Unit Purchase Price” set forth in Section 1.1 of the Original Agreement is hereby deleted and
replaced with the following:


 


“Per
Unit Purchase Price” equals $0.85, subject to adjustment for reverse and forward share splits, share dividends, share
combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement and prior to the
Closing Date.


 




    	 



     


    

 


(b)
The form of Warrant included as Exhibit A of the Original Agreement is hereby deleted and replaced with the form of Warrant set
forth on Exhibit A of this Amendment.


 


2.
Miscellaneous.


 


(a)
Interpretation. On and after the date hereof, each reference in the Original Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import referring to the Original Agreement
shall mean and be a reference to the Original Agreement as amended by this Amendment.


 


(b)
No Further Amendments. The Original Agreement shall remain in full force and effect except as expressly amended by this
Amendment. Upon the execution and delivery hereof, the Original Agreement shall thereupon be deemed to be amended as hereinabove
set forth as fully and with the same effect as if the amendments made hereby were originally set forth in the Original Agreement,
and this Amendment and the Original Agreement shall henceforth be read, taken and construed as one and the same instrument.


 


(c)
Incorporation of Provisions. Sections 5.4, 5.9, 5.11, 5.12, 5.19, and 5.20 of the Original Agreement are hereby incorporated
herein, mutatis mutandis.


 


[Remainder
of Page Intentionally Left Blank]


  




    	 



     


    

 


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


 


	 	NAKED
    BRAND GROUP LIMITED.
	 	 	 
	 	By:	/s/
    Justin Davis-Rice
	 	Name:	Justin
    Davis-Rice
	 	Title:	Executive
    Chairman and Chief Executive Officer


 


	 	STREETERVILLE
    CAPITAL LLC
	 	 	 
	 	By:	/s/
    John M. Fife
	 	Name:	John
    M. Fife
	 	Title:	President


 


	 	ESOUSA
    HOLDINGS LLC
	 	 	 
	 	By:	/s/
    Michael Wachs 
	 	Name:	Michael
    Wachs
	 	Title:	Managing
    Member


 


	 	ACUITAS
    CAPITAL, LLC
	 	 	 
	 	By:	/s/
    Terren Peizer 
	 	Name:	Terren
    Peizer
	 	Title:	Managing
    Member


 




    	 



     


    

 


EXHIBIT
A


Form
of Warrant