Exhibit
10.2


 


EXHIBIT
D


 


REGISTRATION
RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 24, 2020, is by and among Naked Brand
Group Limited, an Australian company (the “Company”), and the undersigned buyers (the “Buyers”).


 


RECITALS


 


A.
In connection with the Securities Purchase Agreement by and between the parties hereto, dated as of July 24, 2020 (the
“Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of
the Securities Purchase Agreement, to issue and sell to the Buyers (i) the Convertible Notes (as defined in the Securities
Purchase Agreement), which will be convertible into Conversion Shares (as defined in the Securities Purchase Agreement) or
Pre-Funded Warrants (as defined in the Securities Purchase Agreement) in lieu thereof, in accordance with the terms of the
Convertible Notes, and which Pre-Funded Warrants in turn will be exercisable for Warrant Shares (as defined in the Securities
Purchase Agreement), in accordance with the terms of the Pre-Funded Warrants, and (ii) the Purchase Warrants (as defined in
the Securities Purchase Agreement), which will be exercisable for Warrant Shares, in accordance with the terms of the
Purchase Warrants.


 


B. To
induce the Buyers to consummate the transactions contemplated by the Securities Purchase Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or
any similar successor statute (collectively, the “1933 Act”), and applicable state securities laws.


 


AGREEMENT


 


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


 


 1. DEFINITIONS.




 


Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.
As used in this Agreement, the following terms shall have the following meanings:


 


(a) “Business
Day” means any day other than (i) Saturday, Sunday or any other day on which commercial banks in New York, New York,
Sydney, Australia or Aukland, New Zealand are authorized or required by law to remain closed or (ii) with respect to dates on
which filings are required to be made with the SEC, any day on which the SEC is not open and available to accept filings.


 


(b) “Closing
Date” shall have the meaning set forth in the Securities Purchase Agreement with respect to the Closing (as defined
in the Securities Purchase Agreement).


 


(c) “Effective
Date” means the date that the applicable Registration Statement has been declared effective by the SEC.


 




    	 



    	 



    

 


(d) “Effectiveness
Deadline” means (i) with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a),
the earlier of the (A) 60th calendar day after the Closing Date and (B) 5th Business Day after the date
the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed
or will not be subject to further review and (ii) with respect to any additional Registration Statements that may be required
to be filed by the Company pursuant to this Agreement, the earlier of the (A) 60th calendar day following the date
on which the Company was required to file such additional Registration Statement and (B) 5th Business Day after the
date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not
be reviewed or will not be subject to further review. Notwithstanding the foregoing or anything to the contrary herein, if the
Effectiveness Deadline falls on a day that is not a Business Day, the Effectiveness Deadline shall be on the next succeeding Business
Day.


 


(e) “Filing
Deadline” means (i) with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a),
the 15th calendar day after the Closing Date and (ii) with respect to any additional Registration Statements that may
be required to be filed by the Company pursuant to this Agreement, the date on which the Company was required to file such additional
Registration Statement pursuant to the terms of this Agreement. Notwithstanding the foregoing or anything to the contrary herein,
if the Filing Deadline falls on a day that is not a Business Day, the Filing Deadline shall be on the next succeeding Business
Day.


 


(f) “Investor”
means a Buyer or any transferee or assignee of any Registrable Securities, Convertible Notes or Warrants, as applicable, to whom
such Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance
with Section 9 and any transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities, Convertible
Notes or Warrants, as applicable, assigns its rights under this Agreement and who agrees to become bound by the provisions of
this Agreement in accordance with Section 9.


 


(g) “Initial
Required Registration Amount” means the sum of (i) 150% of the initial number of Conversion Shares issued and issuable
upon a conversion pursuant to the Convertible Notes and (ii) 150% of the initial number of Warrant Shares issued and issuable
upon a cash exercise pursuant to the Warrants (or the number of Warrant Shares so issued and issuable as of the filing of the
Initial Registration Statement, if more).


 


(h) “Ordinary
Shares” means ordinary shares of the Company, without par value per share.


 


(i) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, or any other entity of any kind
or nature whatsoever, a trust, an unincorporated organization or a government or any department or agency or portion thereof.


 


(j) “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness
of such Registration Statement(s) by the SEC.


 




    	- 2 -



    	 



    

 


(k) “Registrable
Securities” means (i) the Conversion Shares, (ii) the Warrant Shares and (iii) any capital stock of the Company issued
or issuable with respect to such Conversion Shares, the Warrant Shares, the Convertible Notes or the Warrants, including, without
limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2)
shares of capital stock of the Company into which the Ordinary Shares are converted or exchanged and shares of capital stock of
a Successor Entity (as defined in the Warrants) into which the Ordinary Shares are converted or exchanged, in each case, without
regard to any limitations on exercise or exchange of the Warrants. As to any Registrable Securities, such securities shall cease
to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance
with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing
a legend restricting further transfer shall have been delivered by the Company, and subsequent public distribution of them shall
not require registration under the Securities Act; or (c) such securities are freely saleable under Rule 144 under the Securities
Act without the requirement for current public information and without volume or manner of sale limitations, assuming, in the
case of the Warrant Shares, cashless exercise of the Warrants.


 


(l) “Registration
Statement” means a registration statement or registration statements of the Company including (in each case) the Prospectus,
amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all
exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration
statement, filed under the 1933 Act covering Registrable Securities (and the term “Initial Registration Statement”
shall mean the initial Registration Statement filed pursuant to Section 2(a)).


 


(m) “Required
Holders” means the holders of a majority in interest of the Registrable Securities (in the case of the Registrable Securities
issuable upon exercise of the Warrants, based on the number of Ordinary Shares then issuable upon a cash exercise thereof).


 


(n) “Required
Registration Amount” means the sum of (i) the Ordinary Shares issued pursuant to the Transaction Documents (including
any issued Conversion Shares or Warrant Shares), (ii) the maximum number of Conversion Shares issuable upon a conversion pursuant
to the Convertible Notes and (iii) the maximum number of Warrant Shares issuable upon a cash exercise pursuant to the Warrants,
in each case, as of the Trading Day (as defined in the Securities Purchase Agreement) immediately preceding the applicable date
of determination (without taking into account any limitations on the exercise or exchange of the Warrants set forth therein).


 


(o) “Rule
144” means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any
other similar or successor rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company
to the public without registration.


 


(p) “Rule
415” means Rule 415 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any
other similar or successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis.


 


(q) “SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 




    	- 3 -



    	 



    

 


 2. REGISTRATION.




 


(a) Mandatory
Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file
with the SEC an initial Registration Statement on Form F-1 or F-3 covering the resale of all of the Registrable Securities, provided
that such Initial Registration Statement shall register for resale at least the number of Ordinary Shares equal to the Initial
Required Registration Amount as of the date such Registration Statement is initially filed with the SEC (together with such other
number of Ordinary Shares constituting Registrable Securities as may be registered thereunder pursuant to Rule 416 or otherwise).
Such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this
Agreement, shall contain (except if otherwise directed by the Required Holders) the “Selling Shareholder” and
“Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company
shall use its best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed
pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the
applicable Effectiveness Deadline for such Registration Statement. The Company shall be entitled to take into account of the position
of the staff of the SEC (the “Staff”) with respect to the maximum number of Ordinary Shares which may be registered
on such Initial Registration Statement and each such other Registration Statement at the time of effectiveness thereof.


 


(b) Legal
Counsel. Subject to Section 5 hereof, Iliad Research and Trading, L.P., a Utah limited partnership (“Lead Buyer”),
shall have the right to select one (1) legal counsel to review and oversee, solely on its behalf, any registration pursuant to
this Section 2 (“Legal Counsel”), which shall be Hansen Black Anderson Ashcraft PLLC or such other counsel
as thereafter designated by Lead Buyer.


 


(c) Form
F-3. If the Initial Registration Statement is on Form F-1, the Company shall undertake to register the resale of the Registrable
Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration
Statements then in effect and the availability for use of each prospectus contained therein until such time as a Registration
Statement on Form F-3 covering the resale of all the Registrable Securities has been declared effective by the SEC and the prospectus
contained therein is available for use or, if sooner, the expiration of the Registration Period (as defined below).


 


(d) Sufficient
Number of Shares Registered. In the event the number of shares available under any Registration Statement is insufficient
to cover from time to time the Required Registration Amount, the Company shall amend such Registration Statement (if permissible),
or file with the SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover
at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment
or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after written
notice from the Buyers of the necessity therefor (but taking account of the position of the Staff with respect to the date on
which the Staff will permit such amendment to the Registration Statement and/or such new Registration Statement (as the case may
be) to be filed with the SEC). The Company shall use its best efforts to cause such amendment to such Registration Statement and/or
such new Registration Statement (as the case may be) to become effective as soon as practicable following the filing thereof with
the SEC, but in no event later than the applicable Effectiveness Deadline for such Registration Statement. The Company shall be
entitled to take into account of the position of the Staff with respect to the maximum number of Ordinary Shares which may be
registered on each such Registration Statement at the time of effectiveness thereof. For purposes of the foregoing provision,
the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable
Securities” if at any time the number of Ordinary Shares available for resale under the applicable Registration Statement
is less than the Required Registration Amount as of such time.


 




    	- 4 -



    	 



    

 


(e) Effect
of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration Statement covering
the resale of all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant
to this Agreement is (A) not filed with the SEC on or before the Filing Deadline for such Registration Statement (a “Filing
Failure”) (it being understood that if the Company files a Registration Statement without affording each Investor the
opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall be deemed to not have satisfied
this clause (i)(A) and such event shall be deemed to be a Filing Failure), or (B) not declared effective by the SEC on or before
the Effectiveness Deadline for such Registration Statement (an “Effectiveness Failure”) (it being understood
that if on the Business Day immediately following the Effective Date for such Registration Statement the Company shall not have
filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section
3(b) (whether or not such a prospectus is technically required by such rule), the Company shall be deemed to not have satisfied
this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) on any day after the Effective Date of
a Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement cannot
be made pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration
Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration
Statement, a suspension or delisting of (or a failure to timely list) the Ordinary Shares on the Principal Market (as defined
in the Securities Purchase Agreement), or a failure to register in accordance with Section 2(d) a sufficient number of Ordinary
Shares or by reason of a stop order) (but, for the avoidance of doubt, taking account of the position of the Staff with respect
to the maximum number of Ordinary Shares which may be registered on such Registration Statement) or the prospectus contained therein
is not properly available for use for any reason (a “Maintenance Failure”), for more than five (5) consecutive
calendar days or more than an aggregate of ten (10) calendar days (which need not be consecutive calendar days) during any 12-month
period, provided that a Maintenance Failure shall not be deemed to occur for the purposes of this section to the extent a post-effective
amendment to the Registration Statement is required for the purpose of meeting the requirements of section 10(a)(3) of the 1933
Act and the resulting Maintenance Failure continues for fifteen (15) days or less (which, for the avoidance of doubt, shall not
be counted toward the five and ten-day periods above), or (iii) a Filing Failure, an Effectiveness Failure or a Maintenance Failure
has occurred and is continuing, or the number of Ordinary Shares available for resale under the applicable Registration Statement
is less than the Required Registration Amount, and the Company fails to file with the SEC any required reports under Section 13
or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current
Public Information Failure”) as a result of which any of the Investors are unable to sell Registrable Securities without
restriction under Rule 144 (including, without limitation, volume restrictions) (each, a “Failure”), then,
as partial relief for the damages to any holder by reason of any such delay in, or reduction of, its ability to sell the underlying
Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay
to each holder of Registrable Securities relating to such Registration Statement an amount in cash (unless the Convertible Note
is still outstanding in which case it will be added to the outstanding balance of each Convertible Note still outstanding) equal
to two percent (2%) of the applicable Buyer’s total committed purchase price for the Registrable Securities affected by
such failure pursuant to the Securities Purchase Agreement (i.e., if all of the Securities are so affected, 2.0% of $8,000,000,
or $160,000) (1) within three (3) Business Days after the date of such Filing Failure, Effectiveness Failure, Maintenance Failure
or Current Public Information Failure, as applicable, and (2) on every thirty (30) day anniversary of (I) a Filing Failure until
such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure
until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier of (i) the date such
Current Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to
Rule 144 (in each case, pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable
Securities shall be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments.”
Following the initial Registration Delay Payment for any particular Failure, without limiting the foregoing, if a Failure giving
rise to the Registration Delay Payments is cured prior to any thirty (30) day anniversary of such Failure, then no further Registration
Delay Payment(s) shall accrue after such cure. In the event the Company fails to make Registration Delay Payments in a timely
manner in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of one percent (1%)
per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall
be owed to an Investor: (i) for any period after the date on which such Investor may conduct a resale (assuming cashless exercise
of the Warrants in case of Warrant Shares) of all of its Registrable Securities in reliance on a valid exemption from registration
in accordance with Rule 144 (and no Failure shall be deemed to have occurred or be continuing for any purpose during such period),
(ii) with respect to more than one Failure at any time, or (iii) with respect to any Registrable Securities excluded from a Registration
Statement by election of an Investor. Notwithstanding anything herein to the contrary, except in connection with a Current Public
Information Failure, the Company shall not be required to make more than an aggregate of twelve (12) Registration Delay Payments
pursuant to this Section 2(e), where any such payment pursuant to clause (2) of this Section 2(e) covering less than a 30-day
period shall constitute a fraction of a Registration Delay Payment (i.e., no more than 24% in the aggregate).


 




    	- 5 -



    	 



    

 


(f) Offering.
Notwithstanding anything to the contrary contained in this Agreement, the Company agrees with the Buyers that each Registration
Statement required to become effective hereunder shall become effective and be used for resales by the Investors such that it
does not constitute and is not deemed to constitute an offering of securities by, or on behalf of, the Company, and that permits
the continuous resale at the market by the Investors participating therein (or as otherwise may be acceptable to each Investor)
without being named therein as an “underwriter.”


 


(g) Piggyback
Registrations. Without limiting any obligation of the Company hereunder or under the Securities Purchase Agreement, if there
is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not
available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering
for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form F-4 or Form
S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection
with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option
or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and,
if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the
Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests to
be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section
2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions)
and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are
the subject of a then-effective Registration Statement. Notwithstanding anything else to the contrary in this Section 2(g), if
(i) the Commission or any position of the Staff sets forth a limitation on the number of Registrable Securities permitted to be
registered on a particular Registration Statement as a secondary offering or (ii) the Registration Statement relates to an offering
for the Company’s account and the Company or the placement agent or underwriter for the offering reasonably determines that
the dollar amount or number of Registrable Securities, taken together with all of the other securities which the Company desires
to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other
stockholders, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely
affecting the proposed offering price, timing, distribution method, or probability of success (collectively, such limitation the
“Maximum Number of Securities”), then the Company shall limit the securities to be included on such Registration
Statement to: first, the number of securities which the Company desires to sell for itself without exceeding the Maximum Number
of Securities; and second, securities (including Registrable Securities) for which registration has been requested pursuant to
written contractual piggy-back registration rights, pro rata in accordance with the number of securities that each such person
has requested be included in such registration regardless of the number of securities held by each such person, that can be sold
without exceeding the Maximum Number of Securities.


 




    	- 6 -



    	 



    

 


 3. RELATED OBLIGATIONS.




 


The
Company shall use its best efforts to effect the registration of the Registrable Securities in accordance with the intended method
of disposition thereof, and, pursuant thereto, the Company shall have the following obligations:


 


(a) The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities (but
in no event later than the applicable Filing Deadline) and use its best efforts to cause such Registration Statement to become
effective as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). The Company shall
keep each Registration Statement effective (and the prospectus contained therein available for use) pursuant to Rule 415 for resales
by the Investors on a delayed or continuous basis at then-prevailing market prices (and not fixed prices) at all times until the
earlier of (i) the date as of which all of the Investors may sell all of the Registrable Securities required to be covered by
such Registration Statement without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and
without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (assuming cashless
exercise of the Warrants in case of Warrant Shares) or (ii) the date on which the Investors shall have sold all of the Registrable
Securities covered by such Registration Statement (the “Registration Period”). Notwithstanding anything to
the contrary contained in this Agreement, the Company shall ensure that, when filed and at all times while effective, each Registration
Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation,
all amendments and supplements thereto) used in connection with such Registration Statement (1) shall not contain any 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
(in the case of prospectuses, in the light of the circumstances in which they were made) not misleading and (2) will disclose
(whether directly or through incorporation by reference to other SEC filings to the extent permitted) all material information
regarding the Company and its securities. The Company shall submit to the SEC, within one (1) Business Day after the later of
the date that (i) the Company learns that no review of a particular Registration Statement will be made by the Staff or that the
Staff has no further comments on a particular Registration Statement (as the case may be) and (ii) the consent of Legal Counsel
is obtained pursuant to Section 3(c) (which consent shall be immediately sought), a request for acceleration of effectiveness
of such Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request.


 


(b) The
Company shall prepare and file with the SEC such amendments (including, without limitation, post-effective amendments) and supplements
to each Registration Statement and the prospectus used in connection with each such Registration Statement, which prospectus is
to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep each such Registration Statement
effective at all times during the Registration Period for such Registration Statement, and, during such period, comply with the
provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company required to be covered
by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement; provided,
however, by 8:30 a.m. (New York time) on the Business Day immediately following each Effective Date, the Company shall file with
the SEC in accordance with Rule 424(b) under the 1933 Act the final prospectus to be used in connection with sales pursuant to
the applicable Registration Statement (whether or not such a prospectus is technically required by such rule). In the case of
amendments and supplements to any Registration Statement which are required to be filed pursuant to this Agreement (including,
without limitation, pursuant to this Section 3(b)) by reason of the Company filing a report on Form 20-F or any similar or successor
report under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall have incorporated
such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the
SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement
such Registration Statement.


 




    	- 7 -



    	 



    

 


(c) The
Company shall (A) permit Legal Counsel to review and comment upon (i) each Registration Statement at least two (2) Business Days
prior to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement (including, without limitation,
the prospectus contained therein) (except for Annual Reports on Form 20-F, Report of Foreign Private Issuer on Form 6-K, and any
similar or successor reports) within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration
Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects. The Company shall not submit
a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto or to any prospectus
contained therein without the prior consent of Legal Counsel, which consent shall not be unreasonably withheld. The Company shall
promptly furnish to Legal Counsel without charge, (i) copies of any correspondence from the SEC or the Staff to the Company or
its representatives relating to each Registration Statement, provided that such correspondence shall not contain any material,
non-public information regarding the Company or any of its Subsidiaries (as defined in the Securities Purchase Agreement), (ii)
after the same is prepared and filed with the SEC, one (1) copy of each Registration Statement and any amendment(s) and supplement(s)
thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if
requested by an Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) copy of the
prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate
with Legal Counsel in performing the Company’s obligations pursuant to this Section 3.


 


(d) The
Company shall promptly furnish to each Investor whose Registrable Securities are included in any Registration Statement, without
charge, (i) after the same is prepared and filed with the SEC, one (1) copy of each Registration Statement and any amendment(s)
and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein
by reference, if requested by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of each Registration
Statement, one (1) copy of the prospectus included in such Registration Statement and all amendments and supplements thereto (or
such other number of copies as such Investor may reasonably request from time to time) and (iii) such other documents, including,
without limitation, copies of any preliminary or final prospectus, as such Investor may reasonably request from time to time in
order to facilitate the disposition of the Registrable Securities owned by such Investor.


 


(e) The
Company shall use its best efforts to (i) register and qualify, unless an exemption from registration and qualification applies,
the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue
sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments
(including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as may be
necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary
to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however,
the Company shall not be required in connection therewith or as a condition thereto to (y) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3(e), or (z) subject itself to general taxation in any
such jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt
by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt
of actual notice of the initiation or threatening of any proceeding for such purpose.


 




    	- 8 -



    	 



    

 


(f) The
Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after
becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event
shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and promptly
prepare a supplement or amendment to such Registration Statement and such prospectus contained therein to correct such untrue
statement or omission and deliver ten (10) copies of such supplement or amendment to Legal Counsel and each Investor (or such
other number of copies as Legal Counsel, legal counsel for each other Investor or such Investor may reasonably request). The Company
shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of
such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile or e-mail on the same day of such effectiveness
and by overnight mail), and when the Company receives written notice from the SEC that a Registration Statement or any post-effective
amendment will be reviewed by the SEC, (ii) of any request by the SEC for amendments or supplements to a Registration Statement
or related prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate; and (iv) of the receipt of any request by the SEC or any other federal or state
governmental authority for any additional information relating to the Registration Statement or any amendment or supplement thereto
or any related prospectus. The Company shall respond as promptly as practicable to any comments received from the SEC with respect
to each Registration Statement or any amendment thereto (it being understood and agreed that the Company’s response to any
such comments shall be delivered to the SEC no later than five (5) Business Days after the receipt thereof).


 


(g) The
Company shall (i) use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of each
Registration Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the loss of
an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension
is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and (ii) notify Legal Counsel
and each Investor who holds Registrable Securities of the issuance of such order and the resolution thereof or its receipt of
actual notice of the initiation or threat of any proceeding for such purpose.


 


(h) The
Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws or delivered to the Company for
the purpose of inclusion in a Registration Statement, (ii) the disclosure of such information is necessary to avoid or correct
a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statement
pursuant to the 1933 Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable
order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available
to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that
it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental
body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at
such Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for,
such information.


 




    	- 9 -



    	 



    

 


(i) Without
limiting any obligation of the Company under the Securities Purchase Agreement, the Company shall use its best efforts either
to cause all of the Registrable Securities covered by each Registration Statement to be listed on each securities exchange on
which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange, or (ii) if, despite the Company’s best efforts to satisfy
the preceding clause (i) the Company is unsuccessful in satisfying the preceding clause (i), without limiting the generality of
the foregoing, to use its best efforts to arrange for at least two market makers to register with the Financial Industry Regulatory
Authority (“FINRA”) as such with respect to such Registrable Securities.


 


(j) The
Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts (as the
case may be) as the Investors may reasonably request from time to time and registered in such names as the Investors may request.


 


(k) If
requested by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor, (i) incorporate
in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein
relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the
number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective
amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any Registration Statement or prospectus contained therein if reasonably requested by an
Investor holding any Registrable Securities.


 


(l) The
Company shall use its best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


(m) The
Company shall make generally available to its security holders as soon as practical, but not later than one hundred twenty (120)
days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided
by, the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the
Company’s fiscal half-year next following the applicable Effective Date of each Registration Statement.


 


(n) The
Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with
any registration hereunder.


 




    	- 10 -



    	 



    

 


(o) Within
one (1) Business Day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


 


(p) The
Company shall use its commercially reasonable efforts to maintain eligibility for use of Form F-3 (or any successor form thereto)
for the registration of the resale of all the Registrable Securities.


 


(q) The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investor of its Registrable
Securities pursuant to each Registration Statement.


 


 4. OBLIGATIONS OF THE INVESTORS.




 


(a) At
least two (2) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify
each Investor in writing of the information the Company seeks from each such Investor with respect to such Registration Statement.
It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information
regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held
by it, as shall be reasonably required, in the good faith judgment of such Investor, to effect and maintain the effectiveness
of the registration of such Registrable Securities.


 


(b) Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant
to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that
no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(b), the Company shall cause
its transfer agent to deliver unlegended Ordinary Shares to a transferee of an Investor in accordance with the terms of the Securities
Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Investor has entered into
a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind
described in Section 3(g) or the first sentence of Section 3(f) and for which such Investor has not yet settled.


 


(c) Each
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it
in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


 5. EXPENSES OF REGISTRATION.




 


All
reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees,
printers and accounting fees, FINRA filing fees (if any) and fees and disbursements of counsel for the Company shall be paid by
the Company.


 




    	- 11 -



    	 



    

 


 6. INDEMNIFICATION.




 


(a) To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor and
each of its directors, officers, managers, shareholders, members, partners, employees, agents, advisors, representatives (and
any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or
any other title) and each Person, if any, who controls such Investor within the meaning of the 1933 Act or the 1934 Act and each
of the directors, officers, managers, shareholders, members, partners, employees, agents, advisors, representatives (and any other
Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other
title) of such controlling Persons (each, an “Indemnified Person”), against any losses, obligations, claims,
damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs,
reasonable attorneys’ fees and costs of defense and investigation), amounts paid in settlement or expenses, joint or several,
(collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory
agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material
fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification
of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities
are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement,
or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto
with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein,
in light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation
by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule
or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the
matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”) unless such Violations
are based primarily upon a breach of Investor’s representations, warranties, or covenants under the Transaction Documents
or any violations by Investor of state or federal securities laws or any conduct by Investor which constitutes fraud, gross negligence
or willful misconduct. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law. Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses
are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating
or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained
in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs
in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified
Person expressly for use in connection with the preparation of such Registration Statement or any such amendment thereof or supplement
thereto and (ii) shall not be available to a particular Investor to the extent such Claim is based on a failure of such Investor
to deliver or to cause to be delivered the prospectus made available by the Company (to the extent applicable), including, without
limitation, a corrected prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant
to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected prospectus no grounds for such
Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall
survive the transfer of any of the Registrable Securities by any of the Investors pursuant to Section 9.


 




    	- 12 -



    	 



    

 


(b) In
connection with any Registration Statement in which an Investor is participating, such Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each
of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified
Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation
occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use
in connection with such Registration Statement; and, subject to Section 6(c) and the below provisos in this Section 6(b), such
Investor will reimburse an Indemnified Party any legal or other expenses reasonably incurred by such Indemnified Party in connection
with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this Section 6(b) and
the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld
or delayed, provided further that such Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to such Investor as a result of the applicable sale of Registrable Securities pursuant
to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or
on behalf of such Indemnified Party and shall survive the transfer of any of the Registrable Securities by any of the Investors
pursuant to Section 9. Moreover, and notwithstanding anything to the contrary in this Agreement, no Indemnified Party shall have
a right of offset pursuant to this Section 6(b) and, for the avoidance of doubt, the Company may not offset any amount owing pursuant
to the Convertible Notes or any Warrants against any amount an Investor owes, or may owe, pursuant to this Section 6(b).


 




    	- 13 -



    	 



    

 


(c) Promptly
after receipt by an Indemnified Person or Indemnified Party (as the case may be) under this Section 6 of notice of the commencement
of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified
Person or Indemnified Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party
under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party
and the Indemnified Person or the Indemnified Party (as the case may be); provided, however, an Indemnified Person or Indemnified
Party (as the case may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid
by the indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying
party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Indemnified
Person or Indemnified Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without
limitation, any impleaded parties) include both such Indemnified Person or Indemnified Party (as the case may be) and the indemnifying
party, and such Indemnified Person or such Indemnified Party (as the case may be) shall have been advised by counsel in writing
that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Person or such Indemnified
Party and the indemnifying party (in which case, if such Indemnified Person or such Indemnified Party (as the case may be) notifies
the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the
indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying
party, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable
fees and expenses of more than one (1) separate legal counsel for such Indemnified Person or Indemnified Party (as the case may
be)). The Indemnified Party or Indemnified Person (as the case may be) shall reasonably cooperate with the indemnifying party
in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or Indemnified Person (as the case may be) which relates to
such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person (as the case may be) reasonably
apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party
shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however,
the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
prior written consent of the Indemnified Party or Indemnified Person (as the case may be), which shall not be unreasonably withheld,
conditioned or delayed, consent to entry of any judgment or enter into any settlement or other compromise which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person (as the
case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include any
admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Indemnified Party or Indemnified Person (as the case may be) with respect to all
third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person or Indemnified Party (as the case may be) under this Section 6, except to the
extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action.


 




    	- 14 -



    	 



    

 


(d) No
Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale
of Registrable Securities who is not guilty of fraudulent misrepresentation.


 


(e) The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


(f) The
indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the
Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party
may be subject to pursuant to the law.


 


 7. CONTRIBUTION.




 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, then indemnifying party, in lieu of indemnifying
such Indemnified Party or Indemnified Person, shall contribute to the amount paid or payable by such Indemnified Party or Indemnified
Person as a result of such Claim or Indemnified Damages in such proportion as is appropriate to reflect the relative fault of
the Indemnified Party or Indemnified Person and the indemnifying party in connection with the actions or omissions which resulted
in Claim or Indemnified Damages, as well as any other relevant equitable considerations. The relative fault of any Indemnified
Party or Indemnified Person and any indemnifying party shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does
not take account of the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the foregoing:
(i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the
fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which
Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such
sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of
net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement.
Notwithstanding the provisions of this Section 7, no Investor shall be required to contribute, in the aggregate, any amount in
excess of the amount by which the net proceeds actually received by such Investor from the applicable sale of the Registrable
Securities subject to the Claim exceeds the amount of any damages that such Investor has otherwise been required to pay, or would
otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.


 




    	- 15 -



    	 



    

 


 8. REPORTS UNDER THE 1934 ACT.




 


With
a view to making available to the Investors the benefits of Rule 144, until the sale by the Investors of all of the Registrable
Securities, the Company agrees to:


 


(a) make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b) file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations
of the Company under the Securities Purchase Agreement) and the filing of such reports and other documents is required for the
applicable provisions of Rule 144; and


 


(c) furnish
to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the 1934 Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with
the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested
to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 


 9. ASSIGNMENT OF REGISTRATION RIGHTS.




 


All
or any portion of the rights under this Agreement shall be automatically assignable by each Investor to any transferee or assignee
(as the case may be) of all or any portion of such Investor’s Registrable Securities, Convertible Notes or Warrants if:
(i) such Investor agrees in writing with such transferee or assignee (as the case may be) to assign all or any portion of such
rights, and a copy of such agreement is furnished to the Company within a reasonable time after such transfer or assignment (as
the case may be); (ii) the Company is, within a reasonable time after such transfer or assignment (as the case may be), furnished
with written notice of (a) the name and address of such transferee or assignee (as the case may be), and (b) the securities with
respect to which such registration rights are being transferred or assigned (as the case may be); (iii) immediately following
such transfer or assignment (as the case may be) the further disposition of such securities by such transferee or assignee (as
the case may be) is restricted under the 1933 Act or applicable state securities laws if so required; (iv) at or before the time
the Company receives the written notice contemplated by clause (ii) of this sentence such transferee or assignee (as the case
may be) agrees in writing with the Company to be bound by all of the provisions contained herein; (v) such transfer or assignment
(as the case may be) shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement,
Convertible Notes or the Warrants (as the case may be); and (vi) such transfer or assignment (as the case may be) shall have been
conducted in accordance with all applicable federal and state securities laws.


 


 10. AMENDMENT OF REGISTRATION RIGHTS.




 


Provisions
of this Agreement may be amended only with the written consent of the Company and the Required Holders. No waiver shall be effective
unless it is in writing and signed by an authorized representative of the waiving party. No consideration shall be offered or
paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration
also is offered to all of the parties to this Agreement.


 




    	- 16 -



    	 



    

 


 11. MISCELLANEOUS.




 


(a) Solely
for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns, or is deemed
to own, of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two
or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice
or election received from such record owner of such Registrable Securities.


 


(b) Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by e-mail (provided confirmation of transmission is electronically generated and kept on file by the sending party); or (iii)
one (1) Business Day after deposit with a nationally recognized overnight delivery service with next day delivery specified, in
each case, properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall
be:


 


If
to the Company:


 


Naked
Brand Group Limited


c/o
Bendon Limited


8
Airpark Drive, Airport Oaks


Auckland
2022


New
Zealand


Telephone:
+64 9 275 0000


Email
Address: justin.davis@bendon.com


Attention:
Executive Chairman


 


With
a copy (for informational purposes only) to:


 


Graubard
Miller


The
Chrysler Building


405
Lexington Avenue, 11th Floor


New
York, NY 10174


Email:
jgallant@graubard.com, eschwartz@graubard.com


Attention:
Jeffrey M. Gallent, Eric T. Schwartz


 


If
to the Transfer Agent:


 


Continental
Stock Transfer & Trust Company


1
State Street 30th Floor


New
York, NY 10004-1561


Telephone:
212.845.3256


Email:
agois@continentalstock.com


Attention:
Ana Gois, Vice President & Account Administrator


 




    	- 17 -



    	 



    

 


If
to a Buyer:


 


See
the respective Buyer Schedule of the Securities Purchase Agreement or to such address or e-mail address (as the case may be) set
forth on the applicable Buyer Schedule attached to the Securities Purchase Agreement, with copies to such Buyer’s representatives
as set forth on the applicable Buyer Schedule, or to such other address and/or to the attention of such other Person as the recipient
party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change, provided
that Legal Counsel shall only be provided notices sent to each Buyer. Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s e-mail
transmission containing the time, date and e-mail address or (C) provided by a courier or overnight courier service shall be rebuttable
evidence of personal service or receipt from a nationally recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.


 


(c) Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof. The Company and each Investor acknowledge and 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 each party hereto shall be entitled to an injunction or injunctions to
prevent or cure breaches of the provisions of this Agreement by any other party hereto and to enforce specifically the terms and
provisions hereof (without the necessity of showing economic loss and without any bond or other security being required), this
being in addition to any other remedy to which any party may be entitled by law or equity.


 


(d) This
Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Securities Purchase
Agreement to determine the proper venue for any disputes are incorporated herein by this reference. By its execution of this Agreement,
each party agrees to be bound by the Arbitration Provisions (as defined in the Securities Purchase Agreement) set forth as an
exhibit to the Securities Purchase Agreement. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




    	- 18 -



    	 



    

 


(e) This
Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced
herein and therein constitute the entire agreement among the parties hereto and thereto solely with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and
the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto solely
with respect to the subject matter hereof and thereof; provided, however, nothing contained in this Agreement or any other Transaction
Document shall (or shall be deemed to) (i) have any effect on any agreements any Investor has entered into with, or any instrument
that any Investor received from, the Company prior to the date hereof with respect to any prior investment made by such Investor
in the Company, (ii) waive, alter, modify or amend in any respect any obligations of the Company or any rights of or benefits
to any Investor or any other Person in any agreement entered into prior to the date hereof between or among the Company and any
Investor or any instrument that any Investor received prior to the date hereof from the Company and all such agreements and instruments
shall continue in full force and effect or (iii) limit any obligations of the Company under any of the other Transaction Documents.


 


(f) Subject
to compliance with Section 9 (if applicable), this Agreement shall inure to the benefit of and be binding upon the permitted successors
and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision hereof be enforced
by, any Person, other than the parties hereto, their respective permitted successors and assigns and the Persons referred to in
Sections 6 and 7 hereof.


 


(g) The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless
the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular
and plural forms thereof. The terms “including,” “includes,” “include” and words of like import
shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”
“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


(h) This
Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any
signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed
signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such signature page were an original thereof.


 


(i) Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(j) The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no
rules of strict construction will be applied against any party. Notwithstanding anything to the contrary set forth in Section
10, terms used in this Agreement but defined in the other Transaction Documents shall have the meanings ascribed to such terms
on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by each Investor.


 




    	- 19 -



    	 



    

 


(k) All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders.


 


(l) The
obligations of each Investor under this Agreement and the other Transaction Documents are several and not joint with the obligations
of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor
under this Agreement or any other Transaction Document. Nothing contained herein or in any other Transaction Document, and no
action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges
that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity,
or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations
or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors
are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or
the transactions contemplated by this Agreement or any of the other the Transaction Documents. Each Investor shall be entitled
to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out
of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in
any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained herein
was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience
of the Company and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that
each provision contained in this Agreement and in each other Transaction Document is between the Company and an Investor, solely,
and not between the Company and the Investors collectively and not between and among Investors.


 


[Signature
Pages Follow]


 




    	- 20 -



    	 



    

 


IN
WITNESS WHEREOF, each of the Buyers and the Company have caused their respective signature page to this Registration Rights
Agreement to be duly executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	NAKED
    BRAND GROUP LIMITED
	 	 	 
	 	By: 	 
	 	Name:	               
	 	Title:	 


 


[Signature
page to Registration Rights Agreement]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, each of the Buyers and the Company have caused their respective signature page to this Registration Rights
Agreement to be duly executed as of the date first written above.


 


	 	BUYERS:
	 	 
	 	ILIAD
    RESEARCH AND TRADING, L.P.
	 	 	 
	 	By:	Iliad
    Management, LLC, its General Partner
	 	 	 
	 	By:
    	Fife
    trading, Inc., its Manager
	 	 	 
	 	By:	 
	 	 	John M. Fife, President


 


[Signature
page to Registration Rights Agreement]