Exhibit 10.1


 





Bendon Limited


8 Airpark Drive, Airport Oaks


Auckland 2022, New Zealand


 


February 9, 2017


 


Naked Brand Group Inc.


95 Madison Avenue, 10th Floor


New York, NY 10016


 


Re:       Amendment
No. 1 to Letter of Intent, Dated December 19, 2016


 


Gentlemen:


 


Bendon Limited (“Bendon”) and
Naked Brand Group Inc. (“Naked”) hereby agree to amend, as set forth below, the Letter of Intent (“Letter of
Intent”), dated December 19, 2016, between the parties hereto. Capitalized terms used herein that are not otherwise defined
will have the same meaning as they were given in the Letter of Intent.


 


1.       The
first paragraph of Section 1 shall be replaced in its entirety with the following:


 


“1.Bendon and Naked will
negotiate in good faith a definitive merger agreement (the “Agreement”) pursuant to which, on the closing date of the
transaction contemplated by the Agreement (“Closing Date”), (i) a wholly-owned subsidiary of Naked (“Merger Sub”)
would merge with and into Bendon (the “Merger”) and (ii) as consideration in the Merger, assuming Naked has 6,268,731
shares outstanding common shares outstanding (which includes the conversion of $224,000 of Notes currently outstanding into 215,385
of common shares), as adjusted for any shares issued in connection with any capital transactions which are approved by Bendon (each,
a “Subsequent Capital Raise”), Naked would issue to the holders of ordinary shares of Bendon (the “Bendon Shares”)
an aggregate of 118,812,163 shares of common stock of Naked (the “Naked Shares”). The Merger will be structured to
be accomplished without taxation to the holders of Bendon Shares to the extent possible. Shares issued to Bendon will be subject
to adjustment based on Naked having Net Assets (as defined below) of $1.395 million, as adjusted for each Subsequent Capital Raise
as mutually agreed to by Naked and Bendon (the “Net Asset Amount”) (provided that if equity or options are issued to
cancel all or any portion of the Hochman Obligation (as defined below), the Net Asset Amount shall increase by that same amount)
and Bendon having Net Debt (as defined below) of $52.4 million as of the Closing (the “Net Debt Amount”) as follows:”


 


 


2.       The
fourth sentence of Section 1(a) shall be replaced in its entirety with the following:


 


“As soon as possible after the execution of
this letter but in no event later than the February 22, 2017, Naked and Bendon will mutually agree to an operating budget (the
“Budget”) for the period from the date of the Pre-merger Financing until the Closing Date.”


 


3.       Section
6 shall be replaced in its entirety with the following:


 


“6.Promptly after signing
the Agreement, but in any case no later than 75 calendar days, Naked shall file the preliminary proxy statement to solicit the
vote of the stockholders of Naked on the approval of the issuance of the Naked Shares in the Merger, the Name Change, the Capitalization
Amendment and on such other matters as may be required by applicable law or regulation or mutually agreed upon by Naked
and Bendon (the “Required Stockholder Approval”). Management of Naked will agree that they and their respective affiliates
(collectively, the “Naked Management Group”) will vote the shares of common stock of Naked currently controlled by
them (which represents approximately 15.1% of the issued and outstanding shares of Naked, which percentage shall be adjusted upon
the completion of any Subsequent Capital Raise) in favor of the foregoing items. At the time of the Pre-merger Financing (defined
below), the Naked Management Group shall obtain voting agreements from holders of an additional 13.3% of the issued and outstanding
shares of Naked) to vote in favor of the foregoing items. Between the time of the Pre-merger Financing to the execution of the
Agreement, the Naked Management Group shall obtain voting agreements from holders of an additional 1% of the issued and outstanding
shares of Naked, which percentage shall be adjusted upon the completion of any Subsequent Capital Raise, to vote in favor of the
foregoing items. Notwithstanding the foregoing, at no time shall the requirement in the immediately preceding sentence require
Naked to solicit voting agreements from more than a total number of ten persons. Each holder executing a voting agreement shall
also agree to refrain from selling Naked Shares until the completion of the Merger. The Naked Management Group agrees to use its
commercially reasonable efforts to obtain the additional votes for the Required Stockholder Approval (which may be completed through
the foregoing voting agreements or other similar arrangements). Bendon and its management will agree that they and their respective
affiliates will vote the shares of common stock of Naked controlled by them in favor of the foregoing items.”


 






     


     


    

 


4.       Section
17 shall be replaced in its entirety with the following:


 


“17.This letter will automatically
terminate and be of no further force and effect except for any provision that survives pursuant to the Agreement upon the earlier
to occur of (a) the execution of the Agreement by Bendon, Naked and Merger Sub, (b) the mutual agreement of Bendon and Naked, (c)
a material adverse change in the economic terms of this letter which change(s) is not the result of actions taken by the party
which is acting to terminate this letter, and (d) a highly significant departure by Bendon from its business as conducted as of
the date of this letter. Notwithstanding the foregoing, if the definitive agreement is not consummated by March 10, 2017 or the
Closing Date does not occur within six months thereafter (each, a “Merger Milestone”), then in either case, Naked shall
issue Bendon an aggregate of 2,500,000 shares of Naked common stock (as adjusted for stock splits, dividends or additional issuances
after the date hereof); provided, however, that Naked shall not be required to issue Bendon such shares if Bendon’s action(s)
or lack thereof has been the principal cause of or resulted in the failure of the parties to achieve a Merger Milestone. Additionally,
if Naked’s common stock is delisted from trading on The Nasdaq Capital Market prior to the execution of the Agreement, this
letter shall terminate and Naked shall issue Bendon an aggregate of 2,500,000 shares of Naked common stock (as adjusted for stock
splits, dividends or additional issuances after the date hereof). Any shares of Naked common stock issued to Bendon as a result
of termination of this letter will either be registered under a registration statement with the SEC or Naked will grant Bendon
demand registration rights with respect to such shares such that Bendon can require Naked to register the resale of such shares
on an appropriate registration statement at any time for up to five years from the letter’s termination.”


 




     


     


    

 


With the exception of the aforementioned
changes, the Letter of Intent remains in full force and effect.


 


If the foregoing correctly sets forth our
agreement, please so confirm by signing in the space indicated below.


 


	 	Very truly yours,
	 	 	 
	 	BENDON LIMITED
	 	 	 
	 	 	 
	 	By:	/s/ Justin Davis-Rice
	 	Name: 	Justin Davis-Rice
	 	Title:	Chairman


 


Accepted and confirmed:


 


NAKED BRAND GROUP INC.


 


	By:	/s/ Carole Hochman	 
	Name: 	Carole Hochman	 
	Title:	Chief Financial Officer