Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 24, 2020 (the “Execution
Date”), between Naked Brand Group Limited, an Australian company (the “Company”), and the investors
listed on the Buyer Schedules attached hereto (“Buyer”).


 


RECITALS


 


A.
The Company has outstanding ordinary shares, without par value (“Ordinary Shares”), which Ordinary Shares are
currently traded on the Nasdaq Capital Market (“the Principal Market”).


 


B.
The Company and Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation
D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the 1933 Act.


 


C.
Buyers wish to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) 2% convertible
unsecured notes in the form attached hereto as Exhibit A (the “Convertible Notes”) convertible
into Ordinary Shares in an aggregate amount as set forth on the Buyer Schedules (the “Conversion Shares”) or,
in lieu thereof as set forth therein and in Section 1(f), warrants, in the form attached hereto as Exhibit B (the
“Pre-Funded Warrants”), to acquire such Ordinary Shares, at an exercise price of $0.0001 per share; and (ii)
warrants, in the form attached hereto as Exhibit C (the “Purchase Warrants,” and together with
the Pre-Funded Warrants, the “Warrants”), to acquire up to the aggregate number of Ordinary Shares set forth
on the Buyer Schedules. “Warrant Shares” means all or a portion of the total number of Ordinary Shares issuable
upon full exercise of all Warrants.


 


D.
At the Closing (as defined below), the parties hereto shall execute and deliver a Registration Rights Agreement, in the form attached
hereto as Exhibit D (the “Registration Rights Agreement”), pursuant to which the Company has
agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights
Agreement), under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws.


 


E.
The Convertible Notes, the Conversion Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.”


 




    	 



    	 



    

 


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 Buyers hereby agree as follows:


 


1.
PURCHASE AND SALE OF CONVERTIBLE NOTES
AND WARRANTS.


 


(a)
Convertible Notes and Warrants.


 


Subject
to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to Buyers,
and Buyers shall purchase from the Company on the Closing Date (as defined below), Convertible Notes in original principal amounts
as is set forth on the Buyer Schedules, along with Purchase Warrants to initially acquire up to the aggregate number of Warrant
Shares as is set forth on the Buyer Schedules.


 


(b)
Closing.


 


The
date and time of the closing (the “Closing”) of the purchase of the Convertible Notes and the Warrants by each
Buyer as contemplated by this Agreement shall be 9:00 a.m., New York City time, on July 24, 2020 (the “Closing Date”).
As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial
banks in New York, New York, Sydney, Australia or Auckland, New Zealand are authorized or required by law to remain closed.


 


(c)
Purchase Price.


 


The
aggregate purchase price for the Convertible Notes and the Purchase Warrants to be purchased by each Buyer (the applicable “Purchase
Price”) shall be paid at the Closing and in the applicable amount as set forth on the applicable Buyer Schedule; provided,
however, that the aggregate Purchase Price paid by all Buyers hereunder shall not exceed $8,000,000.00.


 


(d)
Payment of Purchase Price; Delivery of Securities.


 


On
the Closing Date, (i) each Buyer shall pay the applicable Purchase Price to the Company for the respective Securities to be issued
and sold to each Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s
written wire instructions and (ii) the Company shall issue to each Buyer the Convertible Notes (pursuant to which such Buyer initially
shall have the right to acquire up to the aggregate number of Conversion Shares as is set forth on such Buyer Schedule in respect
of such Convertible Notes) and the Purchase Warrants (pursuant to which such Buyer initially shall have the right to acquire up
to the aggregate number of Warrant Shares as is set forth on such Buyer Schedule in respect of such Purchase Warrants) as set
forth on the applicable Buyer Schedule, in all cases, duly executed on behalf of the Company and registered in the name of each
Buyer or its designee, all as set forth on the Buyer Schedules.


 


(e)
Beneficial Ownership Limitation.


 


The
Company shall not issue and Buyers shall not accept any Ordinary Shares under the Transaction Documents, and Buyers shall not
otherwise purchase Ordinary Shares or securities exercisable or exchangeable for or convertible into Ordinary Shares from any
party, in the public market or otherwise, if such shares proposed to be sold or otherwise issued, or the Ordinary Shares proposed
to be purchased or issuable upon exercise, exchange or conversion of the securities proposed to be purchased (after giving effect
to any limitation on exercise, exchange or conversion therein), when aggregated with all other Ordinary Shares then owned beneficially
(as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by any Buyer and its affiliates,
constitute more than 9.9% of the then issued and outstanding Ordinary Shares (the “Maximum Percentage”). The
number of Ordinary Shares constituting the Maximum Percentage determination shall be appropriately adjusted for any stock dividend,
stock split, reverse stock split or similar transaction. For the avoidance of doubt, subject to Section 1(f) below, any such Ordinary
Shares that are determined at any time to cause any Buyer’s beneficial ownership of Ordinary Shares to exceed the Maximum
Percentage upon issuance shall be issued to such Buyer at such later time to the extent such issuance would not cause such Buyer’s
beneficial ownership of Ordinary Shares to exceed the Maximum Percentage.


 




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(f)
Pre-Funded Warrants.


 


To
the extent that issuance of any number of Conversion Shares will cause any Buyer’s beneficial ownership of the Ordinary
Shares to exceed the Maximum Percentage, the Company shall, in lieu of issuing such Conversion Shares that will cause such Buyer’s
beneficial ownership of the Ordinary Shares to exceed the Maximum Percentage, issue to such Buyer Pre-Funded Warrants to acquire
up to the aggregate number of Conversion Shares that would cause such Buyer’s beneficial ownership to exceed the Maximum
Percentage. The Company shall also issue to such Buyer additional Pre-Funded Warrants in an amount equal in value to the aggregate
exercise price of Pre-Funded Warrants issued pursuant to this section.


 


(g)
Taxes.


 


The
Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of
any Securities to the Buyers made under this Agreement or the other Transaction Documents (as defined below).


 


(h)
Original Issue Discount; Transaction Expense.


 


Each
Convertible Note shall carry an original issue discount of 5% of the Purchase Price for such Convertible Note. In addition, the
Company agrees to pay $20,000.00 to Iliad Research and Trading, L.P., a Utah limited partnership (“Iliad”),
to cover Iliad’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection
with the purchase and sale of the Securities, all of which amount shall be included in the initial principal balance of the Convertible
Note issued to Iliad.


 


2.
BUYER’S REPRESENTATIONS AND WARRANTIES.


 


Each
Buyer represents and warrants to the Company, on behalf of itself, that:


 


(a)
Organization; Authority.


 


Each
Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization
with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


 




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(b)
No Public Sale or Distribution.


 


Each
Buyer (i) is acquiring the Convertible Notes purchased at the Closing and all Warrants being acquired at the Closing, (ii) upon
conversion of its Convertible Notes, will acquire the Conversion Shares issuable upon conversion thereof, and (iii) upon exercise
of its Warrants, will acquire the Warrant Shares issuable upon exercise thereof, in each case, for its own account and not with
a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities
laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein,
each Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific
term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement
or an exemption under the 1933 Act. Each Buyer does not presently have any agreement or understanding, directly or indirectly,
with any Person (as defined below) to distribute any of the Securities in violation of applicable securities laws.


 


(c)
Accredited Investor Status.


 


Each
Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.


 


(d)
Reliance on Exemptions.


 


Each
Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy
of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of
such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire
the Securities.


 


(e)
Information.


 


Each
Buyer and its advisors, if any, acknowledge that they have been furnished with or provided access via EDGAR to the Company’s
most recent Annual Report on Form 20-F, its Reports of Foreign Private Issuers on Form 6-K, if any, as well as its Registration
Statements on Form F-1 or F-3 (including amendments thereto). Each Buyer and its advisors, if any, have been afforded the opportunity
to ask questions of, and receive answers from, the Company concerning the offer and sale of the Securities and to obtain any additional
information such Buyer has requested which is necessary to verify the accuracy of the information furnished to such Buyer concerning
the Company and such offering. Each Buyer understands that its investment in the Securities involves a high degree of risk. Each
Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision
with respect to its acquisition of the Securities. Each Buyer acknowledges that such Buyer is basing its decision to invest in
the Securities solely upon the information contained in the Transaction Documents, the Company’s most recent Annual Report
on Form 20-F and Reports of Foreign Private Issuers on Form 6-K, if any, and its own due diligence and, except as specifically
set forth in this Agreement, has not based its investment decision upon any representations made by any Person (as defined below).


 




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(f)
No Governmental Review.


 


Each
Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or
made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor
have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(g)
Transfer or Resale.


 


Each
Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have
not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold,
assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if
requested by the Company) an opinion of counsel to such Buyer, in a form reasonably acceptable to the Company, to the effect that
such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration,
or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant
to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”);
(ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further,
if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined
below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require
compliance with some other exemption under the 1933 Act or the rules and regulations of the U.S. Securities and Exchange Commission
(the “SEC”) promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation
to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption
thereunder.


 


(h)
Validity; Enforcement.


 


The
execution and delivery of the Transaction Documents and the consummation by each Buyer of the transactions contemplated hereby
and thereby have been duly and validly authorized by all necessary action on the part of such Buyer and no further consent or
authorization of such Buyer or its members is required. Each Transaction Document has been duly executed by such Buyer and when
delivered in accordance with terms hereof and thereof, constitutes the legal, valid and binding obligations of such Buyer enforceable
against such Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity
or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies.


 


(i)
No Conflicts.


 


The
execution, delivery and performance by each Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated
hereby will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party or (iii) result
in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable
to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would
not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to
perform its obligations hereunder.


 




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(j)
Certain Trading Activities.


 


Each
Buyer has not directly or indirectly, nor has any Person (as defined below) acting on behalf of or pursuant to any understanding
with such Buyer, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales
(as defined below) involving the Company’s securities) during the period commencing as of the time that such Buyer and the
Company first began discussions regarding the specific investment in the Company contemplated by this Agreement and ending immediately
prior to the execution of this Agreement (it being understood and agreed that for all purposes of this Agreement, and without
implication that the contrary would otherwise be true, that neither transactions nor purchases nor sales shall include the location
and/or reservation of borrowable Ordinary Shares). “Short Sales” means all “short sales” as defined
in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “1934 Act”).


 


(k)
Experience of Buyer.


 


Each
Buyer has such knowledge, sophistication and experience in business and financial matter so as to be capable of evaluating the
merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment.
Each Buyer is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a
complete loss of such investment.


 


(l)
Foreign Corrupt Practices.


 


Neither
Buyer, nor any of its subsidiaries or affiliates, nor to the knowledge of such Buyer, any of its directors, officers, agents,
employees, members or other Persons acting on behalf of such Buyer or any its subsidiaries or affiliates has, in the course of
its actions for, or on behalf of, such Buyer or any of its subsidiaries or affiliates (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation
of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment of any foreign or domestic government official or employee.


 


(m)
General Solicitation.


 


Each
Buyer is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the
Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar
or any other general solicitation or advertisement.


 




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(n)
Patriot Act Representations.


 


(i)
Each Buyer represents that all evidence of identity provided is genuine and all related information furnished is accurate.


 


(ii)
Each Buyer hereby acknowledges that the Company seeks to comply with all applicable anti-money laundering laws and regulations.
In furtherance of such efforts, each Buyer hereby represents and agrees that: (1) no part of the funds used by such Buyer to acquire
the Securities have been, or shall be, directly or indirectly derived from, or related to, any activity that may contravene federal,
state, or international laws and regulations, including anti-money laundering laws and regulations; and (ii) no payment to the
Company by such Buyer shall cause the Company to be in violation of any applicable anti-money laundering laws and regulations
including without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA PATRIOT ACT) Act of 2001, Executive Order 13224 (2001) (the “Patriot Act”) issued by the President
of the United States and the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”) regulations.


 


(iii)
Each Buyer represents and warrants that the amounts to be paid by such Buyer to the Company will not be directly or indirectly
derived from activities that may contravene federal, state or international laws and regulations, including anti-money laundering
laws and regulations. Each Buyer represents and warrants that, to the best of its knowledge, none of: (a) such Buyer; (b) any
person controlling or controlled by such Buyer; or (c) any person having a beneficial interest in such Buyer is (i) a country,
territory, individual or entity named on a list maintained by OFAC, (ii) a person prohibited under the OFAC Programs, (iii) a
senior foreign political figure,1 or any immediate family member 2 or close associate 3 of a senior
foreign political figure as such terms are defined in the footnotes below or (iv) a “foreign shell bank” within the
meaning of the U.S. Bank Secrecy Act (31 U.S.C. §5311 et seq.), as amended (the “Bank Secrecy Act”) and the regulations
promulgated thereunder by the U.S. Department of the Treasury.


 


(iv)
Each Buyer further represents and warrants that such Buyer: (i) has conducted thorough due diligence with respect to all of its
beneficial owners, (ii) has established the identities of all beneficial owners and the source of each of the beneficial owner’s
funds and (iii) will retain evidence of any such identities, any such source of funds and any such due diligence.


 


1
A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative,
military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political
party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure”
includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political
figure.


 


2
“Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings,
spouse, children and in-laws.


 


3
A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain
an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct
substantial domestic and international financial transactions on behalf of the senior foreign political figure.


 




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(v)
Neither any Buyer nor any person directly or indirectly controlling, controlled by or under common control with such Buyer is
a person identified as a terrorist organization on any relevant lists maintained by governmental authorities.


 


(vi)
Each Buyer agrees to provide the Company all information that may be reasonably requested to comply with applicable laws and regulations
of any applicable jurisdiction, or to respond to requests for information concerning the identity of such Buyer from any governmental
authority, self-regulatory organization or financial institution in connection with its anti-money laundering compliance procedures,
or to update such information. Each Buyer agrees to notify the Company promptly if there is any change with respect to the representations
and warranties provided herein. Each Buyer consents to the disclosure to regulators and law enforcement authorities by the Company
and its affiliates and agents of any information about such Buyer or its constituents as the Company reasonably deems necessary
or appropriate to comply with applicable anti-money laundering, anti-terrorist and asset control laws, regulations, rules and
orders.


 


(o)
Non-Reliance.


 


The
Buyers acknowledge and agree that the Company makes no and has not made any representations or warranties with respect to the
Company, its business or the transactions contemplated hereby other than those specifically set forth in Section 3.


 


3.
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.


 


The
Company represents and warrants to the Buyers the matters set forth in this Section 3, as may be qualified by the corresponding
section of the Company Disclosure Schedule. These representations and warranties, and the information set forth in the Company
Disclosure Schedule, are current as of the date of this Agreement, except to the extent that a representation, warranty or section
of the Company Disclosure Schedule expressly states that such representation or warranty, or information in such section of the
Company Disclosure Schedule, is current only as of an earlier date. If any information is so reflected as of an earlier date,
there have been no material changes since such date to the date hereof.


 


(a)
Organization and Qualification.


 


Each
of the Company and each of its subsidiaries are entities duly organized and validly existing and in good standing under the laws
of the jurisdiction in which they are formed, and have the requisite power and authorization to own their properties and to carry
on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each of its subsidiaries
is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property
or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be
so qualified or be in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means
any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition
(financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated
hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its subsidiaries
to perform any of its respective obligations under any of the Transaction Documents (as defined below). Other than as set forth
in the Company’s most recent Annual Report on Form 20-F, the Company has no material subsidiaries.


 




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(b)
Authorization; Enforcement; Validity.


 


The
Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction
Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement
and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby
and thereby (including, without limitation, the issuance of the Convertible Notes and the issuance of the Warrants and the reservation
for issuance and issuance of the Convertible Shares upon conversion of the Convertible Notes and issuance of the Warrant Shares
issuable upon exercise of the Warrants) have been (i) duly authorized by the Company’s board of directors and (ii) no further
filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body
of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights
Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings
as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market
for the issuance and sale of the Securities, and the filings required by Section 4(i) of this Agreement). This Agreement has been,
and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company, and each constitutes
the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms,
except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction
Documents” means, collectively, this Agreement, the Convertible Notes, the Warrants, the Registration Rights Agreement,
and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the
transactions contemplated hereby and thereby, as may be amended from time to time.


 


(c)
Issuance of Securities.


 


The
issuance of the Ordinary Shares pursuant to this Agreement is duly authorized and, upon issuance in accordance with the terms
of this Agreement, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes,
liens, charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws). The issuance
of the Convertible Notes and Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, issuance
and delivery thereof against payment in full therefor in accordance with the terms of this Agreement, the Convertible Notes and
Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms.
The issuance of the Conversion Shares is duly authorized, and upon issuance in accordance with the Convertible Notes, the Conversion
Shares will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges
and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws), with the holders being
entitled to all rights accorded to a holder of Ordinary Shares. The issuance of the Warrant Shares is duly authorized, and upon
issuance in accordance with the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable and free from
all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof (other than pursuant
to the securities laws), with the holders being entitled to all rights accorded to a holder of Ordinary Shares. As of the Closing,
the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200% of the maximum number
of Convertible Shares issuable upon conversion of the Convertible Notes (without taking into account any limitations on the conversion
of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the
Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy
of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities
is exempt from registration under the 1933 Act. Buyers will have good and marketable title to the Securities.


 






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(d)
No Conflicts.


 


The
execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes, the Conversion Shares,
the Warrants and the Warrant Shares and the reservation for issuance of the Conversion Shares and the Warrant Shares) will not
(i) result in a violation of the certificate of incorporation of the Company (including, without limitation, any certificate of
designation contained therein) or other organizational documents of the Company or any of its subsidiaries, any capital stock
of the Company or any of its subsidiaries or bylaws or operating agreements of the Company or any of its subsidiaries, (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its subsidiaries is a party or (iii) result in a violation of any law, rule, regulation, order, judgment
or decree (including, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations
of the Principal Market applicable to the Company or by which any property or asset of the Company is bound or affected except,
in the case of clause (ii) or (iii) above, to the extent such violations that could not reasonably be expected to have a Material
Adverse Effect.


 


(e)
Consents.


 


Neither
the Company nor any subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration
with any court, governmental agency or any regulatory or self-regulatory agency or any other Person (other than the filing with
the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form
D with the SEC and other filings as may be required by any state securities agencies, the filing of required notice and/or application
to the Principal Market for the issuance and sale of the Securities and the filings required by Section 4(i) of this Agreement),
in order for it to execute, deliver or perform any of its respective obligations under, or contemplated by, the Transaction Documents,
in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations
which the Company is required to obtain at or prior to the Closing have been obtained or effected on or prior to the Closing Date,
and the Company is not aware of any facts or circumstances which might prevent the Company from obtaining or effecting any of
the registration, application or filings contemplated by the Transaction Documents. Except as disclosed in the SEC Documents,
the Company is not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances
which could reasonably lead to suspension of the Ordinary Shares in the foreseeable future. There is no requirement for the Company
to obtain approval of the Principal Market for listing or trading of Registrable Securities which constitute Ordinary Shares.


 




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(f)
Acknowledgment Regarding Buyers’ Purchase of Securities.


 


The
Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect
to the Transaction Documents and the transactions contemplated hereby and thereby and that such Buyer is not (i) an officer or
director of the Company, (ii) an affiliate (as defined in Rule 405 of the 1933 Act) of the Company (an “Affiliate”)
or (iii) to its knowledge, a “beneficial owner” (as defined for purposes of Rule 13d-3 of the 1934 Act) of more than
10% of the Ordinary Shares. The Company further acknowledges that each Buyer is not acting as a financial advisor or fiduciary
of the Company or any of its subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions
contemplated hereby and thereby, and any advice given by such Buyer or any of its representatives or agents in connection with
the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase
of the Securities. The Company further represents to such Buyer that the Company’s decision to enter into the Transaction
Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.


 


(g)
No General Solicitation; Placement Agent’s Fees.


 


None
of the Company, any of its Affiliates, or any Person acting on the behalf of the Company or any of its Affiliates, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or
sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory
fees, or brokers’ commissions, relating to or arising out of the transactions contemplated hereby.


 


(h)
No Integrated Offering.


 


None
of the Company, any of its Affiliates, or, to the knowledge of the Company, any Person acting on the behalf of the Company or
any of its Affiliates has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any
security, under circumstances that would require registration of the issuance of any of the Securities under the 1933 Act, whether
through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders
of the Company under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations
of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation.
None of the Company, any of its Affiliates, or, to the knowledge of the Company, any Person acting on the behalf of the Company
or any of its Affiliates will take any action or steps that would require registration of the issuance of any of the Securities
under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.


 




    	 	11	 



     


    

 


(i)
Dilutive Effect.


 


The
Company understands and acknowledges that the number of Conversion Shares and Warrant Shares may increase in certain circumstances.
The Company further acknowledges that, except to the extent an issuance would exceed the beneficial ownership limitation in Section
1(e) of this Agreement, its obligation to issue the Conversion Shares upon conversion of the Convertible Notes and the Warrant
Shares upon exercise of the Warrants in accordance therewith and with this Agreement is absolute and unconditional, regardless
of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.


 


(j)
Application of Takeover Protections; Rights Agreement.


 


The
Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share
acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under
a rights agreement), shareholder rights plan or other similar anti-takeover provision under the certificate of incorporation,
bylaws or other organizational documents of the Company or any of its Affiliates or the laws of the jurisdiction of its incorporation
or otherwise which is or could become applicable to each Buyer as a result of the transactions contemplated by this Agreement,
including, without limitation, the Company’s issuance of the Securities and such Buyer’s ownership of the Securities.
The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any shareholder
rights plan or similar arrangement relating to accumulations of beneficial ownership of Ordinary Shares or a change in control
of the Company or any of its Affiliates.


 


(k)
SEC Documents; Financial Statements.


 


During
the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing, as well
as all registration statements under the 1933 Act, filed prior to the date hereof and all exhibits and appendices included therein
and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred
to as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects
with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. As of its dates, the financial statements of the Company included
in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations
of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance
with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent
they may exclude the footnotes or may be condensed or summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in
the aggregate). No other information provided by or on behalf of the Company to each Buyer which is not included in the SEC Documents
contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements
therein not misleading, in the light of the circumstance under which they are or were made.


 




    	 	12	 



     


    

 


(l)
Absence of Certain Changes.


 


Since
the date of the Company’s most recent audited financial statements contained in a Form 20-F, except as disclosed in the
SEC Documents filed subsequent to such Form 20-F, there has been no material adverse change and no material adverse development
in the business, assets, liabilities, properties, operations (including results thereof), or condition (financial or otherwise)
of the Company and its subsidiaries. Since the date of the Company’s most recent audited financial statements contained
in a Form 20-F, neither the Company nor any of its subsidiaries has (i) declared or paid any dividends, (ii) sold any material
assets outside of the ordinary course of business or (iii) made any material capital expenditures, individually or in the aggregate,
outside of the ordinary course of business. Neither the Company nor any of its subsidiaries has taken any steps to seek protection
pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up. Neither
the Company nor any of its subsidiaries has any knowledge or reason to believe that any of their respective creditors intend to
initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.
The Company is not, and after giving effect to the transactions contemplated hereby to occur at the Closing will not be, Insolvent
(as defined below). “Insolvent” means the present fair saleable value of the Company’s assets is less
than the amount required to pay the Company’s total Indebtedness (as defined below). The Company has not engaged in any
business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s
remaining assets constitute unreasonably small capital.


 


(m)
No Undisclosed Events, Liabilities, Developments or Circumstances.


 


Except
as disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected
to occur or exist with respect to the Company or any of its subsidiaries or any of their respective businesses, properties, liabilities,
prospects, operations (including results thereof) or condition (financial or otherwise) that to the Company’s knowledge,
would have a Material Adverse Effect on the Company. Additionally, except as disclosed in the SEC Documents, the Company has not
consummated any financing transaction that has not been disclosed in a periodic filing or current report with the SEC under the
1934 Act.


 




    	 	13	 



     


    

 


(n)
Conduct of Business; Regulatory Permits.


 


Neither
the Company nor any of its subsidiaries is in violation of any term of or in default under its organizational documents including
its certificate of incorporation, bylaws, certificate of formation, any other organizational charter, any certificate of designation,
preferences or rights of any outstanding series of preferred stock of the Company or any of its subsidiaries, respectively. Neither
the Company nor any of its subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation
applicable to the Company or any of its subsidiaries, and the Company will not conduct its business in violation of any of the
foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse
Effect. Without limiting the generality of the foregoing, except as disclosed in the SEC Documents, the Company is not in violation
of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that
could reasonably lead to suspension of the Ordinary Shares by the Principal Market in the foreseeable future. Since June 20, 2018,
(i) the Ordinary Shares have been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares has not
been suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Documents, the Company has received
no communication, written or oral, from the SEC or the Principal Market regarding the suspension of the Ordinary Shares from the
Principal Market. The Company and each of its subsidiaries possess all certificates, authorizations and permits issued by the
appropriate regulatory authorities necessary to conduct their businesses, except where the failure to possess such certificates,
authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company
nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate,
authorization or permit.


 


(o)
Foreign Corrupt Practices.


 


Neither
the Company nor any of its subsidiaries nor to the knowledge of the Company, any director, officer, agent, employee or other Person
acting on behalf of the Company or any of its subsidiaries (as applicable) has, in the course of its actions for, or on behalf
of, the Company or any of its subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or
other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful
payment to any foreign or domestic government official or employee.


 


(p)
Sarbanes-Oxley Act.


 


Except
as set forth in the SEC Documents, the Company and each of its subsidiaries is in material compliance with all applicable requirements
of the Sarbanes-Oxley Act of 2002 and all applicable rules and regulations promulgated by the SEC thereunder.


 


(q)
Transactions With Affiliates.


 


Except
as disclosed in the SEC Documents, none of the officers, directors, employees or Affiliates of the Company is presently a party
to any transaction with the Company (other than for ordinary course services as employees, officers or directors and immaterial
transactions), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director, employee
or Affiliate or, to the knowledge of the Company, any corporation, partnership, trust or other Person in which any such officer,
director, employee or Affiliate has a substantial interest or is an employee, officer, director, trustee or partner.


 




    	 	14	 



     


    

 


(r)
Equity Capitalization.


 


There
is no limit on the number of Ordinary Shares the Company is authorized to issue under its formation documents or applicable law.
The Company has registered its Ordinary Shares under Section 12(b) of the 1934 Act, and is obligated to file reports pursuant
to Section 13 or Section 15(d) of the 1934 Act. As of the date hereof, the authorized capital stock of the Company consists solely
of (i) Ordinary Shares, of which 34,805,088 are issued and outstanding and approximately 23,900,000 are reserved for issuance
pursuant to Convertible Securities (as defined below) (other than the Convertible Notes and Warrants), and (ii) preference shares,
of which none are issued and outstanding. No Ordinary Shares are held in treasury. All of such outstanding shares are duly authorized
and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. Approximately 17,600 shares of
the Company’s issued and outstanding Ordinary Shares, as of the date hereof, are owned by officers, directors and, to the
best of the Company’s knowledge, other Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act
and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued
and outstanding Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates”
for purposes of federal securities laws) of the Company. Except as disclosed in the SEC Documents or as otherwise disclosed to
the Buyers in writing: (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding
Ordinary Shares (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible,
have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including
“blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal
securities laws); (ii) the Company’s capital stock and the capital stock of its subsidiaries are not subject to preemptive
rights or any other similar rights or any liens or encumbrances; (iii) there are no outstanding options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable
or exchangeable for, any capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or
arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional capital stock or options,
warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights
convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its subsidiaries, respectively
(other than as may be issued from time to time under any equity incentive plan maintained); (iv) there are no outstanding debt
securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness
of the Company or any of its subsidiaries or by which the Company or any of its subsidiaries is or may become bound; (v) there
are no financing statements securing obligations in any amounts filed in connection with the Company or any of its subsidiaries;
(vi) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale
of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement or as set forth on Schedule
3(r)); (vii) there are no outstanding securities or instruments of the Company or any of its subsidiaries which contain any redemption
or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of
its subsidiaries is or may become bound to redeem a security of the Company or any of its subsidiaries; (viii) there are no securities
or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (ix) neither
the Company nor any of its subsidiaries has stock appreciation rights or “phantom stock” plans or agreements or any
similar plan or agreement; and (x) the Company does not have any liabilities or obligations required to be disclosed in the SEC
Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s
business and which do not and would not reasonably be expected to have a Material Adverse Effect. The SEC Documents contain true,
correct and complete copies of the Company’s constitution, as amended and as in effect on the date, and the terms of all
material securities convertible into, or exercisable or exchangeable for, Ordinary Shares and the material rights of the holders
thereof. “Convertible Securities” means any capital stock or other security of the Company that is at any time
and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles
the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Ordinary Shares).


 




    	 	15	 



     


    

 


(s)
Indebtedness and Other Contracts.


 


Except
as disclosed in the SEC Documents, each of the Company and its subsidiaries (i) does not have any material outstanding Indebtedness
or other material debt obligations, (ii) is not a party to any contract, agreement or instrument, the violation of which, or default
under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material
Adverse Effect, (iii) is not in violation of any term of, or in default under, any contract, agreement or instrument relating
to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material
Adverse Effect, and (iv) is not a party to any contract, agreement or instrument relating to any Indebtedness, the performance
of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. The Company has
no current intention or expectation to file for reorganization or liquidation under the bankruptcy or reorganization laws of any
jurisdiction. “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money,
(B) all obligations issued, undertaken or assumed as the purchase price of property or assets, including indebtedness created
or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect
to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or
bank under such agreement in the event of default are limited to repossession or sale of such property), other than trade payables
entered into in the ordinary course of business, (C) all reimbursement or payment obligations with respect to letters of credit,
surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments,
(E) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting
principles, consistently applied for the periods covered thereby, is classified as a capital lease, (F) all indebtedness referred
to in clauses (A) through (E) above secured by (or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any material
property or assets (including accounts and contract rights) owned by such Person, even though the Person has not assumed or become
liable for the payment of such indebtedness, and (G) all Contingent Obligations in respect of indebtedness or obligations of others
of the kinds referred to in clauses (A) through (F) above. “Contingent Obligation” means, as to any Person,
any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or
other obligation of another Person (other than a Subsidiary of the first Person) if the primary purpose or intent of the first
Person, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid
or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected
(in whole or in part) against loss with respect thereto. “Person” means an individual, a limited liability
company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government
or any department or agency thereof.


 




    	 	16	 



     


    

 


(t)
Absence of Litigation.


 


Except
as disclosed in the SEC Documents or as set forth in Schedule 3(t), there is no action, suit, proceeding, inquiry or investigation
before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or,
to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries, the Ordinary Shares or
any of the Company’s or its subsidiaries’ executive officers or directors which would be reasonably likely to adversely
affect the transactions contemplated by this Agreement or would require disclosure in the SEC Documents. There has not been, and
to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any
of its subsidiaries or any current or former director or officer of the Company or any of its subsidiaries. The SEC has not issued
any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the 1933 Act
or the 1934 Act.


 


(u)
Insurance.


 


The
Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and
its subsidiaries are engaged. Neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied
for, and the Company has no reason to believe that it will be unable to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that
would not have a Material Adverse Effect.


 


(v)
Employee Relations.


 


Neither
the Company nor any of its subsidiaries is a party to any collective bargaining agreement nor does it employ any member of a union.
No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of
its subsidiaries has notified the Company or any such subsidiary that such officer intends to leave the Company or any such subsidiary
or otherwise terminate such officer’s employment with the Company or any such subsidiary. To the knowledge of the Company,
no executive officer or other key employee of the Company or any of its subsidiaries is, or is now expected to be, in violation
of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition
agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive
officer or other key employee (as the case may be) does not subject the Company or any of its subsidiaries to any liability with
respect to any of the foregoing matters. The Company and its subsidiaries are in compliance with all federal, state, local and
foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment
and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.


 




    	 	17	 



     


    

 


(w)
Title.


 


The
Company and its subsidiaries have good and marketable title to (i) all real property owned by it and (ii) all personal property,
owned by them which is material to the business of the Company and its subsidiaries, in each case, free and clear of all liens,
encumbrances and defects except such as do not materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company and any of its subsidiaries. Any real property and facilities held
under lease by the Company and any of its subsidiaries are held by them under valid, subsisting and enforceable leases with such
exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by
the Company or any of its subsidiaries.


 


(x)
Intellectual Property Rights.


 


The
Company and its subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade names, service marks,
service mark registrations, service names, patents, patent rights, copyrights, original works, inventions, licenses, approvals,
governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor
(“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted and as presently
proposed to be conducted. Except as disclosed in the SEC Documents, none of the Company’s or its subsidiaries’ Intellectual
Property Rights have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within three
years from the date of this Agreement, which could reasonably be expected to result in a Material Adverse Effect. The Company
has no knowledge of any material infringement by the Company or any of its subsidiaries of Intellectual Property Rights of others,
except as disclosed in the SEC Documents. There is no claim, action or proceeding being made or brought, or to the knowledge of
the Company or any of its subsidiaries, being threatened, against the Company or any of its subsidiaries regarding their Intellectual
Property Rights and which would reasonably be expected to have a Material Adverse Effect, except as disclosed in the SEC Documents.
The Company is not aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims,
actions or proceedings. The Company and each of its subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of all of their Intellectual Property Rights, except where failure to take such measures would not,
either individually or in the aggregate, reasonably be expected to materially affect the value of their respective Intellectual
Property Rights.


 




    	 	18	 



     


    

 


(y)
Environmental Laws.


 


The
Company and its subsidiaries (i) are in compliance with all Environmental Laws (as defined below), (ii) have received all permits,
licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii)
are in compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses
(i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect. “Environmental Laws” means all federal, state, local or foreign laws relating to pollution
or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land
surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases
of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


(z)
Subsidiary Rights.


 


The
Company or one of its subsidiaries has unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive
dividends and distributions on, all capital securities of its subsidiaries as owned by the Company or such subsidiary.


 


(aa)
Tax Status.


 


Each
of the Company and its subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns,
reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except in each case where
the failure to file, pay or set aside could not be reasonably expected to have a Material Adverse Effect. There are no unpaid
taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and
it subsidiaries know of no basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign
investment company, as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.


 




    	 	19	 



     


    

 


(bb)
Internal Accounting and Disclosure Controls.


 


Except
as disclosed in the SEC Documents, the Company and each of its subsidiaries maintains internal control over financial reporting
(as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or
specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence
of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded
accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate
action is taken with respect to any difference. Except as disclosed in the SEC Documents, the Company maintains disclosure controls
and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring that information
required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized
and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and
procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer
or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.
Except as disclosed in the SEC Documents, neither the Company nor any of its subsidiaries has received any notice or correspondence
from any accountant or other Person relating to any potential material weakness or significant deficiency in any part of the internal
controls over financial reporting of the Company or any of its subsidiaries. There are no material disagreements presently existing,
or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company.


 


(cc)
Off Balance Sheet Arrangements.


 


There
is no transaction, arrangement, or other relationship between the Company or any of its subsidiaries and an unconsolidated or
other off balance sheet entity that is required to be disclosed by the Company in the SEC Documents and is not so disclosed or
that otherwise could be reasonably likely to have a Material Adverse Effect.


 


(dd)
Investment Company Status.


 


The
Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate
of an “investment company,” a company controlled by an “investment company” or an “affiliated person”
of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are
defined in the Investment Company Act of 1940, as amended.


 


(ee)
Acknowledgement.


 


The
Company acknowledges that sales of Ordinary Shares by each Buyer following the effectiveness of the Registration Statement or
sales of the Ordinary Shares pursuant to Rule 144 or otherwise pursuant to an exemption from registration may reduce the price
of the Ordinary Shares. None of the foregoing shall constitute a breach of this Agreement or any other obligation of such Buyer.


 


(ff)
Manipulation of Price.


 


The
Company has not, and, to the knowledge of the Company, no Person acting on its behalf has, directly or indirectly, (i) taken any
action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases
of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any
other securities of the Company.


 




    	 	20	 



     


    

 


(gg)
U.S. Real Property Holding Corporation.


 


Neither
the Company nor any of its subsidiaries is or has ever been, and so long as any of the Securities are held by any Buyer, shall
not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as
amended, and the Company and each subsidiary shall so certify upon any Buyer’s request.


 


(hh)
No Disqualification Events.


 


None
of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company
participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting
equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933
Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject
to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable
care to determine whether any Issuer Covered Person is subject to a Disqualification Event.


 


(ii)
Transfer Taxes.


 


On
the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection
with the issuance, sale and transfer of the Securities to be sold to any Buyer hereunder will be, or will have been, fully paid
or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.


 


(jj)
Bank Holding Company Act.


 


The
Company is not subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by
the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of
its affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting
securities or twenty-five percent (25%) or more of the total equity of a bank or any equity that is subject to the BHCA and to
regulation by the Federal Reserve. Neither the Company nor any of its affiliates exercises a controlling influence over the management
or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 


(kk)
Shell Company Status.


 


The
Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).


 


(ll)
Public Utility Holding Act.


 


The
Company is not a “holding company,” or an “affiliate” of a “holding company,” as such terms
are defined in the Public Utility Holding Act of 2005.


 




    	 	21	 



     


    

 


(mm)
Federal Power Act.


 


The
Company is not subject to regulation as a “public utility” under the Federal Power Act, as amended.


 


(nn)
Fixtures and Equipment.


 


Each
of the Company and its subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible personal
property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its
subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and
Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being
put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the
conduct of the Company’s and/or its subsidiaries’ businesses (as applicable) in the manner as conducted prior to the
Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Encumbrances except
for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present
or anticipated use of the property subject thereto.


 


(oo)
Illegal or Unauthorized Payments; Political Contributions.


 


Neither
the Company nor any of its subsidiaries nor, to the best of the Company’s knowledge (after reasonable inquiry of its executive
officers and directors), any of the officers, directors, employees, agents or other representatives of the Company or any of its
subsidiaries or any other business entity or enterprise with which the Company or any of its subsidiaries is or has been affiliated
or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services,
whether or not in contravention of applicable law, (a) as a kickback or bribe to any Person or (b) to any political organization,
or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving
the direct or indirect use of funds of the Company or any of its subsidiaries.


 


(pp)
Money Laundering.


 


The
Company and its subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other
applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations
and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, without limitation,
(i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who
Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31
CFR, Subtitle B, Chapter V.


 


(qq)
Registration Rights.


 


Except
as disclosed in the SEC Documents or as set forth in the Schedule 3(qq), no holder of securities of the Company has rights to
the registration of any securities of the Company because of the filing of the Registration Statement or the issuance of the Securities
hereunder that could expose the Company to material liability or any Buyer to any liability or that could impair the Company’s
ability to consummate the issuance and sale of the Securities in the manner, and at the times, contemplated hereby, which rights
have not been waived by the holder thereof as of the date hereof.


 




    	 	22	 



     


    

 


(rr)
Sufficient Contacts.


 


The
Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated
by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah,
as set forth more specifically in Section 9(a) below, shall be applicable to the Transaction Documents and the transactions contemplated
therein.


 


(ss)
Company Due Diligence.


 


The
Company has performed due diligence and background research on Iliad and its affiliates including, without limitation, John M.
Fife, and, to its satisfaction, has made inquiries with respect to all matters the Company may consider relevant to the undertakings
and relationships contemplated by the Transaction Documents including, among other things, the following: http://investing.businessweek.com/research/stocks/people/person.asp?personId=
7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case
#2011029203701. The Company, being aware of the matters described in the foregoing sentence, acknowledges and agrees that such
matters, or any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and agrees it will
not use any such information as a defense to performance of its obligations under the Transaction Documents or in any attempt
to avoid, modify or reduce such obligations.


 


(tt)
Disclosure.


 


The
Company confirms that neither it nor any other Person acting on its behalf has provided any Buyer or their agents or counsel with
any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the
Company or any of its subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other
Transaction Documents. The Company understands and confirms that Buyers will rely on the foregoing representations in effecting
transactions in securities of the Company. All disclosure provided to any Buyer regarding the Company, its subsidiaries, their
respective businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on
behalf of the Company or any of its subsidiaries is true and correct in all material respects and does not contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading. Each press release issued by the Company during the twelve
(12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they are made, not misleading. No event or circumstance has occurred or information exists with
respect to the Company or any of its subsidiaries or their respective businesses, properties, liabilities, prospects, operations
(including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires
public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. The
Company acknowledges and agrees that each Buyer makes no and has not made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in Section 2.


 




    	 	23	 



     


    

 


4.
COVENANTS.


 


(a)
Registration Statement.


 


The
Company shall file with the SEC within fifteen (15) calendar days from the date hereof a new registration statement covering the
sale of the Securities by the Buyers, as set forth further on the Buyer Schedules, in accordance with the terms of the Registration
Rights Agreement between the Company and the Buyers, dated as of the date hereof.


 


(b)
Form D and Blue Sky.


 


The
Company shall file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each
Buyer promptly after filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to each Buyer at the Closing
pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to
obtain an exemption from such qualification), and shall provide confirmation of any such action, if applicable, so taken to such
Buyer on or prior to such Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company
shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities
laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and
the Company shall comply with all applicable federal, foreign, state and local laws, statutes, rules, regulations and the like
relating to the offering and sale of the Securities to such Buyer.


 


(c)
Reporting Status.


 


Until
the date on which the Buyers shall have sold all of the Registrable Securities (the “Reporting Period”), the
Company shall file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate
its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder
would no longer require or otherwise permit such termination.


 


(d)
Use of Proceeds.


 


The
Company shall use the proceeds from the sale of the Securities for general corporate purposes.


 


(e)
Financial Information.


 


During
the Reporting Period, the Company agrees to send the following to each Buyer, unless the following are filed with the SEC through
EDGAR and are available to the public through the EDGAR system, (i) within one (1) Business Day after the filing thereof with
the SEC, a copy of its Annual Reports on Form 20-F and Reports of Foreign Private Issuers on Form 6-K, any interim reports or
any consolidated balance sheets, income statements, stockholders’ equity statements and/or cash flow statements for any
period other than annual, and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act,
(ii) on the same day as the release thereof, facsimile copies of all press releases issued by the Company and (iii) copies of
any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with
the making available or giving thereof to the stockholders.


 




    	 	24	 



     


    

 


(f)
Listing.


 


The
Company shall use its commercially reasonable efforts to promptly secure the listing or designation for quotation (as the case
may be) of all of the Registrable Securities consisting of Ordinary Shares upon each trading market and national securities exchange
and automated quotation system, if any, upon which the Ordinary Shares are then listed or designated for quotation (as the case
may be) so that all such Registrable Securities consisting of Ordinary Shares may be traded on the foregoing, subject to official
notice of issuance, but in no event later than the Closing Date, and during the Reporting Period, shall use commercially reasonable
efforts to maintain such listing or designation for quotation (as the case may be) of all Registrable Securities from time to
time issuable under the terms of the Transaction Documents on such national securities exchange or automated quotation system.
During the Reporting Period, the Company shall use its commercially reasonable efforts to maintain the Ordinary Shares’
listing or designation for quotation (as the case may be) on the Principal Market, The New York Stock Exchange, the NYSE Amex,
the Nasdaq Global Select Market or the Nasdaq Global Market (each, an “Eligible Market”). During the Reporting
Period, the Company shall not take any action which could be reasonably expected to result in the delisting or suspension of the
Ordinary Shares on an Eligible Market. The Company shall pay all fees and expenses in connection with satisfying its obligations
under this Section 4(f).


 


(g)
Fees.


 


The
Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees,
DTC fees or broker’s commissions, relating to or arising out of the issuance and sale of the Securities by the Company as
contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without
limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any
such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses
in connection with the sale of the Securities to each Buyer.


 


(h)
Pledge of Securities.


 


Notwithstanding
anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the Securities may be pledged by
each Buyer in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities.
The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and each Buyer
effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery
to the Company pursuant to this Agreement or any other Transaction Document. At each Buyer’s expense, the Company hereby
agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge
of the Securities to such pledgee by each Buyer provided that the Company shall be under no obligation to deliver any legal opinion
required in connection therewith unless required by the Company’s transfer agent to be issued by the Company’s legal
counsel.


 




    	 	25	 



     


    

 


(i)
Disclosure of Transactions and Other Material Information.


 


The
Company shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, file a
Report of Foreign Private Issuer on Form 6-K describing all the material terms of the transactions contemplated by the Transaction
Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation,
this Agreement and the form of each of the Convertible Notes and Warrants) (including all attachments, the “6-K Filing”).
From and after the date of the 6-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered
to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated
by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and
agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the
6-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer
shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided,
however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure
with respect to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as
is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company
in connection with any such press release or other public disclosure prior to its release). Without the prior written consent
of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing
(other than the 6-K Filing or any filing that incorporates language from the 6-K Filing and other than the Registration Statement
and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything
contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly
acknowledges and agrees that, from and after the 6-K Filing, and except as set forth in Section 4(p), such Buyer shall not have
(unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the
Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information
regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries
or any of its or its officers, directors, employees, stockholders or agents.


 


(j)
Lock-Up Period.


 


For
the period commencing on the date hereof and ending on the earlier of (i) the date immediately following the 90th day
after the Initial Registration Statement has been declared effective by the SEC and (ii) the 90th day after the Securities
purchased hereunder are saleable under Rule 144 without volume or manner of sale limitations (the “Restricted Period”),
the Company will cause each of its directors and officers listed on Exhibit E attached hereto or, where the Ordinary
Shares or other securities referred to below are held by an entity represented by the relevant director or officer rather than
by the director or officer himself, cause such entity to furnish, prior to the Closing Date, a letter pursuant to which each such
person shall agree not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise transfer
or dispose of any Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares or enter into
any derivative or other transaction having substantially similar economic effect with respect to the shares of the Company or
any such securities or announce publicly their intention to do any of the foregoing during the Restricted Period, without the
prior written consent of each Buyer, subject to customary exceptions.


 




    	 	26	 



     


    

 


(k)
Reservation of Shares.


 


As
long as any of the Convertible Notes and Warrants remain outstanding, the Company shall take all action necessary to at all times
have authorized and reserved for the purpose of issuance, no less than 200% of the Ordinary Shares issuable upon conversion of
the Convertible Notes (assuming the Convertible Notes are exercisable in full and without regard to any limitations on the exercise
of the Convertible Notes set forth therein) or exercise of the Warrants (assuming the Warrants are exercisable in full and without
regard to any limitations on the exercise of the Warrants set forth therein).


 


(l)
Conduct of Business.


 


During
the Reporting Period, the business of the Company shall not be conducted in violation of any law, ordinance or regulation of any
governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse
Effect.


 


(m)
Passive Foreign Investment Company.


 


During
the Reporting Period, the Company shall conduct its business in such a manner as will ensure that the Company will not be deemed
to constitute a passive foreign investment company within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986,
as amended.


 


(n)
Corporate Existence.


 


So
long as any Buyer owns any Warrants, the Company shall not be party to any Fundamental Transaction (as defined in the Warrants)
unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Warrants.


 


(o)
Activity Restrictions.


 


For
so long as any Buyer or any of its Affiliates holds any Securities, neither such Buyer nor any of its Affiliates will: (i) engage
or participate in any actions, plans or proposals which relate to or would result in (a) acquiring additional securities of the
Company, alone or together with any other Person, which would result in beneficially owning or controlling, or being deemed to
beneficially own or control, more than 9.9% of the total outstanding Ordinary Shares or other voting securities of the Company,
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Company, (c) a sale or
transfer of a material amount of assets of the Company, (d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board,
(e) any material change in the present capitalization or dividend policy of the Company, (f) any other material change in the
Company’s business or corporate structure, (g) changes in the Company’s charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the Company by any Person, (h) causing a class of securities
of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association, (i) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action, intention, plan or arrangement similar
to any of those enumerated above, or (ii) request the Company or its directors, officers, employees, agents or representatives
to amend or waive any provision of this Section 4(o); provided, however, that notwithstanding anything to the contrary contain
in clauses (i) and (ii) above, each Buyer may vote any Ordinary Shares owned or controlled by it, solicit any proxies, or seek
to advise or influence any Person with respect to any voting securities of the Company.


 




    	 	27	 



     


    

 


(p)
Due Diligence.


 


In
connection with any reasonable request by any Buyer made in connection with the filing of the registration statement described
in Section 4(a) hereof, or any amendment or supplement thereto, such Buyer shall have the right, from time to time as such Buyer
may reasonably deem appropriate, to perform reasonable due diligence on the Company during normal business hours and subject to
reasonable prior notice to the Company. The Company and its officers and employees shall provide information (“Confidential
Information”) and reasonably cooperate with such Buyer in connection with such Buyer’s due diligence; provided,
however, that at no time is the Company required or permitted to disclose material nonpublic information to such Buyer or breach
any obligation of confidentiality or non-disclosure to a third party or make any disclosure that could cause a waiver of attorney-client
privilege. Except as may be required by law, court order or governmental authority, each party hereto agrees not to disclose any
Confidential Information of the other party to any third party and shall not use the Confidential Information of such other party
for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. In the event a party
is required by law, court order or governmental authority to disclose the Confidential Information of the other party, such party
shall give the other party written notice of the information to be disclosed as far in advance of its disclosure as practicable
and use its commercially reasonable efforts, and shall reasonably cooperate with the other party’s efforts, to obtain assurances
that confidential treatment will be accorded such information. Each party hereto acknowledges that the Confidential Information
shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy
of any Confidential Information disclosed by the other party.


 


(q)
Right of First Offer.


 


Beginning
on the Closing Date and ending on the Minimum Debt Balance Date (as defined below), in the event Company intends to consummate
any financing through the sale of Ordinary Shares and/or securities exercisable or exchangeable for or convertible into Ordinary
Shares, other than a Permitted Financing, it shall first offer such financing to Buyer in writing (the “ROFO Notice”).
The ROFO Notice shall specify the amount of the proposed financing. The ROFO Notice shall constitute an offer by Company to allow
Buyer to make the proposed financing on substantially the same terms and conditions set forth herein. Buyer, if it desires to
accept such offer, shall give Company written notice to such effect (the “Acceptance Notice”) within seven
(7) days of its receipt of the ROFO Notice (the “Acceptance Period”). If Buyer sends the Acceptance Notice
to Company, the parties shall have seven (7) days to negotiate definitive documents and consummate the financing. If Buyer shall
fail to give the Acceptance Notice to Company within the time period provided or otherwise elects not to participate in the financing,
Company shall be free to consummate, within 90 days of the expiration of the Acceptance Period, a financing with a third party
investor on any terms. A “Permitted Financing” shall mean (x) any financing in which the Company sells only
Ordinary Shares, and (y) one financing of up to $12,000,000.00, provided, in the case of clause (y), that (1) each investor in
such financing must invest at least $500,000.00, (2) in such financing the securities sold are restricted securities as defined
in Rule 144 under the 1933 Act, and (3) the holders thereof do not have the right to require the registration of such securities
under the 1933 Act until six months after the Closing.


 




    	 	28	 



     


    

 


(r)
No Exchange Transactions.


 


Until
the date the aggregate debt balance owing to Iliad and its affiliates is less than $3,000,000.00 (the “Minimum Debt Balance
Date”), and so long as any Buyer owns any Registrable Securities of the Company, other than a Permitted Financing and
except as otherwise disclosed to Iliad in writing prior to the date hereof, the Company will not enter into any exchange transaction
for Ordinary Shares pursuant Section 3(a)(9) of the 1933 Act without Iliad’s prior written consent, which consent may be
granted or withheld in Buyer’s sole discretion.


 


5.
REGISTER; TRANSFER AGENT INSTRUCTIONS;
LEGEND.


 


(a)
Register.


 


The
Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by
notice to each holder of Securities), a register for the Convertible Notes and the Warrants in which the Company shall record
the name and address of the Person in whose name the Convertible Notes and the Warrants have been issued (including the name and
address of each transferee) reflecting the principal amount of the Convertible Note and the Warrants held by such Person. The
Company shall keep the register open and available at all times during business hours for inspection by each Buyer or its legal
representatives.


 


(b)
Transfer Agent Instructions.


 


The
Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to each
Buyer to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”),
registered in the name of such Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts
as specified from time to time by such Buyer to the Company, and confirmed by the Company, upon the conversion of the Convertible
Notes or the exercise of the Warrants (as the case may be). The Company represents and warrants that no instruction other than
such irrevocable transfer agent instructions referred to in this Section 5(b), and stop transfer instructions to give effect to
2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall
otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement
and the other Transaction Documents. If any Buyer effects a sale, assignment or transfer of the Securities in accordance with
Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates
or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to
effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Conversion Shares or Warrant
Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 or another
exemption from registration, the transfer agent shall issue such shares to such Buyer, assignee or transferee (as the case may
be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to each Buyer. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Section 5(b), that each Buyer shall be entitled, in addition to all other available
remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity
of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the
legal opinion referred to in the irrevocable transfer agent instructions to the Company’s transfer agent on the Effective
Date (as defined in the Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or
otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne
by the Company.


 




    	 	29	 



     


    

 


(c)
Legends.


 


Each
Buyer understands that the Securities have been issued (or will be issued in the case of the Conversion Shares and Warrant Shares)
pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except
as set forth below, the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive
legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):


 


[NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE
OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 




    	 	30	 



     


    

 


(d)
Removal of Legends.


 


Certificates
evidencing Securities shall not be required to contain the legend set forth in Section 5(c) above or any other legend (i) while
a registration statement (including a Registration Statement) covering the resale of such Securities is effective under the 1933
Act (provided that each Buyer provides the Company with any certificates from such Buyer or its broker reasonably required by
the Company’s transfer agent), (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor
is not an affiliate of the Company) or a registration statement, (iii) if such Securities are eligible to be sold, assigned or
transferred under Rule 144 without current public information being available (provided that each Buyer provides the Company with
reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144, which shall not include
an opinion of counsel, but which may include any certificates from such Buyer or its broker reasonably required by the Company’s
transfer agent), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that each
Buyer provides the Company with an opinion of counsel to such Buyer from reputable counsel to the effect that such sale, assignment
or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act or (v) if such
legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations
and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than
two (5) Trading Days following either (x) the delivery by any Buyer to the Company or the transfer agent (with notice to the Company)
of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise
in form necessary to affect the reissuance and/or transfer, if applicable), or (y) the delivery by any Buyer to the Company of
a notice of exercise or conversion, in each case, together with any other deliveries from such Buyer as may be required above
in this Section 5(d), as directed by such Buyer, either: (A) provided that the Company’s transfer agent is participating
in the DTC Fast Automated Securities Transfer Program and such Securities are Warrant Shares, credit the aggregate number of Ordinary
Shares to which each Buyer shall be entitled to such Buyer’s or its designee’s balance account with DTC through its
Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated
Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Buyer, a certificate representing such
Securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee (the date
by which such credit is so required to be made to the balance account of such Buyer’s or Buyer’s nominee with DTC
or such certificate is required to be delivered to such Buyer pursuant to the foregoing is referred to herein as the “Required
Delivery Date”). “Trading Day” means, as applicable, (x) with respect to all price determinations
relating to the Ordinary Shares, any day on which the Ordinary Shares is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Ordinary Shares, then on the principal securities exchange or securities market
on which the Ordinary Shares is then traded, provided that “Trading Day” shall not include any day on which the Ordinary
Shares is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Ordinary Shares is suspended
from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in
advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless
such day is otherwise designated as a Trading Day in writing by the Buyer or (y) with respect to all determinations other than
price determinations relating to the Ordinary Shares, any day on which The New York Stock Exchange (or any successor thereto)
is open for trading of securities.


 




    	 	31	 



     


    

 


(e)
Failure to Timely Deliver; Buy-In.


 


If
the Company fails to issue and deliver (or cause to be delivered) to any Buyer by the Required Delivery Date a certificate representing
the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or credit the balance
account of such Buyer’s or Buyer’s nominee with DTC for such number of Securities so delivered to the Company, then,
in addition to all other remedies available to such Buyer, at the sole discretion of such Buyer, the Company shall:


 


(i)
pay in cash to such Buyer on each Trading Day after the Required Delivery Date that the issuance or credit of such shares is not
timely effected an amount equal to 1% of the product of (A) the number of Ordinary Shares not so delivered or credited (as the
case may be) to such Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price (as defined in the Warrants) of the
Ordinary Shares on the Trading Day immediately preceding the Required Delivery Date; or


 


(ii)
if on or after the Required Delivery Date, such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases
(in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by such Buyer of all or any
portion of the number of Ordinary Shares, or a sale of a number of Ordinary Shares equal to all or any portion of the number of
Ordinary Shares, that such Buyer so anticipated receiving from the Company without any restrictive legend, then, within five (5)
Trading Days after such Buyer’s request, promptly honor its obligation to so deliver to such Buyer a certificate or certificates
or credit such Buyer’s DTC account representing such number of Ordinary Shares that would have been so delivered if the
Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of
such Buyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary
Shares so purchased, over the product of (1) such number of Ordinary Shares that the Company was required to deliver to such Buyer
by the Required Delivery Date multiplied by (2) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during
the period commencing on the date of the delivery by such Buyer to the Company of the applicable certificate (or notice of exercise
or conversion) and ending on the date of such delivery and payment under this clause (ii).


 


(f)
Manner of Sale.


 


Each
Buyer, severally and not jointly with the other Buyers, agrees with the Company that such Buyer will sell any Securities pursuant
to either the registration requirements of the 1933 Act, including any applicable prospectus delivery requirements, or an exemption
therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan
of distribution set forth therein substantially in the form set forth in Exhibit B to the Registration Rights Agreement, and acknowledges
that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 5 is predicated
upon the Company’s reliance upon this understanding.


 




    	 	32	 



     


    

 


6.
CONDITIONS TO THE COMPANY’S OBLIGATION
TO SELL.


 


(a)
The obligation of the Company hereunder to issue and sell the Convertible Notes and the related Warrants to each Buyer at the
Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these
conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing
each Buyer with prior written notice thereof:


 


(i)
Each Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.


 


(ii)
Each Buyer shall have delivered to the Company the Purchase Price for the Convertible Notes and Warrants being purchased by such
Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.


 


(iii)
The representations and warranties of each Buyer shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such date), and such Buyer shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with
by such Buyer at or prior to the Closing Date.


 


(iv)
Each Buyer shall have executed and delivered, to the reasonable satisfaction of the Company, such questionnaires and documents
in support thereof that the Company and its agents deem reasonably necessary (or prudent) to comply with the requirements of Regulation
D with respect to the transactions contemplated by this Agreement.


 


7.
CONDITIONS TO BUYERS’ OBLIGATION
TO PURCHASE.


 


(a)
The obligation of each Buyer hereunder to purchase its Convertible Notes and related Warrants at the Closing is subject to the
satisfaction, at or before each applicable Closing Date and in respect of each such Closing Date, of each of the following conditions,
provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole
discretion by providing the Company with prior written notice thereof:


 


(i)
The Company shall have duly executed and delivered to each Buyer each of the Transaction Documents to which it is a party and
the Company shall have duly executed and delivered to such Buyer the Convertible Notes and Warrants as is set forth on the applicable
Buyer Schedule and the Company shall have complied in all respects with all obligations under this Agreement and the other Transaction
Documents, including, without limitation, the Convertible Notes and the Warrants.


 




    	 	33	 



     


    

 


(ii)
The Company shall have delivered to each Buyer the search results from the companies register of the Australian Securities and
Investments Commission which shows the due incorporation of the Company.


 


(iii)
The Company shall have delivered to each Buyer a certificate evidencing the Company’s qualification as a foreign corporation
and good standing issued by the Secretary of State (or comparable office) of each jurisdiction that provides such certificates
and in which the Company conducts business and is required to so qualify, each dated as of a date within ten (10) days of the
Closing.


 


(iv)
The Company shall have delivered to each Buyer a certificate, in the form previously provided to the Company by such Buyer, executed
by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted
by the Company’s board of directors in a form reasonably acceptable to such Buyer, and (ii) the certificate of incorporation
and bylaws (or comparable charter documents) of the Company as in effect at the Closing.


 


(v)
Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when
made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as
of a specific date, which shall be true and correct in all material respects as of such date) and the Company shall have performed,
satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied
or complied with by the Company at or prior to the Closing Date, including, without limitation the issuance of all Securities
prior to the date of such Closing as required by the Transaction Documents and the Company has a sufficient number of duly authorized
Ordinary Shares reserved for issuance as may be required to fulfill its obligations pursuant to the Transaction Documents. Each
Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date,
to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form reasonably acceptable
to such Buyer.


 


(vi)
The Company shall have delivered to each Buyer information from the Company’s transfer agent certifying the number of Ordinary
Shares outstanding on the Closing Date immediately prior to the Closing.


 


(vii)
The Ordinary Shares (I) shall be designated for quotation on the Principal Market; (II) shall not have been suspended, as of the
Closing Date, by the SEC or the Principal Market from trading on the Principal Market; and (III) except as disclosed in the SEC
Documents, the Company is in compliance with all requirements in order to maintain quotation on the Principal Market (including
reporting requirements under the 1934 Act).


 


(viii)
All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company
with the SEC pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant
to Section 13(a) or 15(d) of the 1934 Act, since February 1, 2019 shall have been filed with the Commission under the 1934 Act.


 




    	 	34	 



     


    

 


(ix)
The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the
sale of the Securities, including without limitation, those required by the Principal Market.


 


(x)
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to
enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents.


 


(xi)
Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or
result in a Material Adverse Effect and the Company has not filed for nor is it subject to any bankruptcy, insolvency, reorganization
or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted
by or against the Company.


 


(xii)
The Company shall have delivered to each Buyer such other documents, instruments or certificates relating to the transactions
contemplated by this Agreement reasonably required to consummate the transactions contemplated hereby.


 


8.
TERMINATION.


 


In
the event that the Closing shall not have occurred within ten (10) days after the date hereof, then each Buyer shall have the
right to terminate its obligations under this Agreement at any time on or after the close of business on such date without liability
of such Buyer to any other party; provided, however, the right to terminate this Agreement under this Section 8 shall not be available
to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result
of such Buyer’s breach of this Agreement. Notwithstanding anything to the contrary above, nothing contained in this Section
8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement
or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its
obligations under this Agreement or the other Transaction Documents.


 


9.
MISCELLANEOUS.


 


(a)
Arbitration of Claims; Governing Law; Jurisdiction; Jury Trial.


 


The
parties shall submit all Claims (as defined in Exhibit F) arising under this Agreement or any other Transaction
Document or any other agreement between the parties and their affiliates to binding arbitration pursuant to the arbitration provisions
set forth in Exhibit F attached hereto (the “Arbitration Provisions”) and the International Dispute
Resolution Procedures (the “IDR Procedures”) established by the International Centre for Dispute Resolution
(“ICDR”), the international division of the American Arbitration Association. In the event of any conflict
between or among the Arbitration Provisions and those of the ICDR, the Arbitration Provisions shall prevail. For the avoidance
of doubt, the parties agree that the injunction described below may be pursued in an arbitration that is separate and apart from
any other arbitration regarding all other Claims arising under the Transaction Documents. The parties hereby acknowledge and agree
that the Arbitration Provisions are binding on the parties hereto and are severable from all other provisions of this Agreement.
By executing this Agreement, the Company represents, warrants and covenants that the Company has reviewed the Arbitration Provisions
carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration
Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, and agrees to the terms
and limitations set forth in the Arbitration Provisions. The Company acknowledges and agrees that the Buyers may rely upon the
foregoing representations and covenants of the Company regarding the Arbitration Provisions.


 




    	 	35	 



     


    

 


This
Agreement and all other Transaction Documents shall be construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Agreement and each of the other Transaction Documents 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. Each party consents to and expressly agrees that the exclusive venue for arbitration of any dispute
arising out of or relating to any Transaction Document or the relationship of the parties or their affiliates shall be in Salt
Lake County, Utah. Without modifying the parties’ obligations to resolve disputes hereunder pursuant to the Arbitration
Provisions, for any litigation arising in connection with any of the Transaction Documents, each party hereto hereby (i) consents
to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Salt Lake County, Utah,
(ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action
outside of any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper venue and any claim
or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding
in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally, the Company covenants
and agrees to name Iliad as a party in interest in, and provide written notice to Iliad in accordance with Section 9(f) below
prior to bringing or filing, any action (including without limitation any filing or action against any person or entity that is
not a party to this Agreement, including without limitation the Company’s transfer agent) that is related in any way to
the Transaction Documents or any transaction contemplated herein or therein, including without limitation any action brought by
the Company to enjoin or prevent the issuance of any Ordinary Shares to Iliad by the Company’s transfer agent, and further
agrees to timely name Iliad as a party to any such action. The Company acknowledges that the governing law and venue provisions
set forth in this Section are material terms to induce Iliad to enter into the Transaction Documents and that but for the Company’s
agreements set forth in this Section Iliad would not have entered into the Transaction Documents. 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
WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




    	 	36	 



     


    

 


(b)
Counterparts.


 


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.


 


(c)
Headings; Gender.


 


The
headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement. 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.


 


(d)
Severability.


 


If
any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


(e)
Entire Agreement; Amendments.


 


This
Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto and the instruments referenced
herein and therein supersede all other prior oral or written agreements between the Buyers, the Company, its affiliates and Persons
acting on its behalf solely with respect to the matters contained herein and therein, and this Agreement, the other Transaction
Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the
entire understanding of the parties solely with respect to the matters covered herein and therein. Except as specifically set
forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect
to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may be amended
other than by an instrument in writing signed by the Company and each Buyer. 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 any of the Transaction Documents unless the same consideration also
is offered to all of the parties to the Transaction Documents or all holders of the Warrants (as the case may be). The Company
has not, directly or indirectly, made any agreements with any Buyer relating to the terms or conditions of the transactions contemplated
by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms
that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide
any financing to the Company or otherwise. As a material inducement for each Buyer to enter into this Agreement, the Company expressly
acknowledges and agrees that (i) no due diligence or other investigation or inquiry conducted by any Buyer, any of its advisors
or any of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be
an exception to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction
Document and (ii) unless a provision of this Agreement or any other Transaction Document is expressly preceded by the phrase “except
as disclosed in the SEC Documents,” nothing contained in any of the SEC Documents shall affect any Buyer’s right to
rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties
contained in this Agreement or any other Transaction Document.


 




    	 	37	 



     


    

 


(f)
Notices.


 


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, if delivered personally; (ii) when sent, if sent by e-mail
(provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party
does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered
to such recipient) and (iii) if sent by overnight courier service, one (1) Business Day after deposit with an overnight courier
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


 




    	 	38	 



     


    

 


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


 


If
to a Buyer:


 


See
each Buyer Schedule with regard to that Buyer


 


With
a copy to (which copy shall not constitute notice):


 


Hansen
Black Anderson Ashcraft PLLC


Attn:
Jonathan Hansen


3051
West Maple Loop Drive, Suite 325


Lehi,
Utah 84043


 


or
to such other address or e-mail 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. Written confirmation of receipt (A)
given by the recipient of such notice, consent, waiver or other communication or (B) provided by an overnight courier service
shall be rebuttable evidence of personal service or receipt from an overnight courier service in accordance with clause (i) or
(iii) above, respectively. A copy of the e-mail transmission containing the time, date and recipient e-mail address shall be rebuttable
evidence of receipt by e-mail in accordance with clause (ii) above.


 


(g)
Successors and Assigns.


 


This
Agreement shall be binding upon and inure to the benefit of the parties and its successors and assigns, including, as contemplated
below, any assignee of any of the Securities. The Company shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Buyers, including, without limitation, by way of a Fundamental Transaction (as defined
in the Warrants) (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth
in the applicable Warrants).


 


(h)
No Third Party Beneficiaries.


 


This
Agreement is intended for the benefit of the parties hereto and its permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person, other than the Indemnitees referred to in Section 9(k).


 


(i)
Survival.


 


The
representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its
representations, warranties, agreements and covenants hereunder.


 




    	 	39	 



     


    

 


(j)
Further Assurances.


 


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.


 


(k)
Indemnification.


 


(i)
In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder
and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect,
indemnify and hold harmless such Buyer and each holder of any Securities and all of their stockholders, partners, members, officers,
directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives
(including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively,
the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such
Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’
fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising
out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in any of the
Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in any of the Transaction
Documents or (c) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including
for these purposes a derivative action brought on behalf of the Company, but other than by an affiliate of any Buyer) or which
otherwise involves such Indemnitee that arises out of or results from (i) the execution, delivery, performance or enforcement
of any of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly,
with the proceeds of the issuance of the Securities, (iii) any disclosure properly made by any Buyer pursuant to Section 4(i),
or (iv) the status of any Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions
contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest
or otherwise in any action or proceeding for injunctive or other equitable relief), unless such action is based primarily upon
a breach of such Buyer’s representations, warranties, or covenants under the Transaction Documents, or any agreements or
understandings such Buyer may have with any such third party, or any violations by such Buyer of state or federal securities laws
or any conduct by such Buyer 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.


 




    	 	40	 



     


    

 


(ii)
Promptly after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including
any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof
is to be made against the Company under this Section 9(k), deliver to the Company a written notice of the commencement thereof,
and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense
thereof with counsel mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have
the right to retain its own counsel with the fees and expenses of such counsel to be paid by the Company if: (i) the Company has
agreed in writing to pay such fees and expenses; (ii) the Company shall have failed promptly to assume the defense of such Indemnified
Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability; or (iii) the named
parties to any such Indemnified Liability (including any impleaded parties) include both such Indemnitee and the Company, and
such Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to
represent such Indemnitee and the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to
employ separate counsel at the expense of the Company, then the Company shall not have the right to assume the defense thereof
and such counsel shall be at the expense of the Company), provided further, that in the case of clause (iii) above the Company
shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnitee.
The Indemnitee shall reasonably cooperate with the Company in connection with any negotiation or defense of any such action or
Indemnified Liability by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which
relates to such action or Indemnified Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to
the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement
of any action, claim or proceeding effected without its prior written consent, provided, however, that the Company shall not unreasonably
withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitee, 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 Indemnitee of a release from all liability in respect to such Indemnified Liability
or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification
as provided for hereunder, the Company shall be subrogated to all rights of the Indemnitee 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 Company within a reasonable time of the commencement of any such action shall not relieve the Company of any liability to
the Indemnitee under this Section 9(k), except to the extent that the Company is materially and adversely prejudiced in its ability
to defend such action.


 


(iii)
The indemnification required by this Section 9(k) 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 Liabilities are incurred.


 


(iv)
Notwithstanding any provision in this Agreement or any other Transaction Documents, the aggregate indemnification obligations
of the Company pursuant to this Section 9(k) shall not exceed 100% of the aggregate Purchase Price actually paid by the Buyers.


 




    	 	41	 



     


    

 


(v)
The sole and exclusive remedies for any breach of any representation, warranty, covenant or agreement hereunder shall be the indemnification
provided by this Section 9(k), and each Buyer expressly waives any other rights or remedies it may have; provided however, that
equitable relief, including remedies of specific performance and injunction, shall be available with respect to any matter where
money damages would not be sufficient to compensate any Buyer or to preserve the rights of such Buyer pending resolution of a
dispute, and this Section 9(k) shall not relieve the Company from liability for willful misconduct, gross negligence, bad faith,
fraud or willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement.


 


(l)
Construction.


 


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. No specific representation or warranty shall limit the generality
or applicability of a more general representation or warranty. Each and every reference to share prices, Ordinary Shares and any
other numbers in this Agreement that relate to the Ordinary Shares shall be automatically adjusted for stock dividends, stock
splits, stock combinations and other similar transactions that occur with respect to the Ordinary Shares after the date of this
Agreement.


 


(m)
Remedies.


 


Each
Buyer and each holder of any Securities shall have all rights and remedies set forth in the Transaction Documents and all rights
and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which
such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce
such rights specifically (without posting a bond or other security, to the extent permitted by law), to recover damages by reason
of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes
that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents,
any remedy at law may prove to be inadequate relief to each Buyer. The Company therefore agrees that each Buyer shall be entitled
to seek specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of
competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security.
The Company also specifically agrees that following an Event of Default (as defined in the Note) under Section 4(a)(iii) or 4(a)(iv)
of the Note, Buyer shall have the right to seek and receive injunctive relief from a court or an arbitrator prohibiting Company
from issuing any of its Ordinary Shares or any of its preferred shares to any party unless at least fifty (50%) of the proceeds
from such issuance (but in any event not more than the Outstanding Balance of the Note) will be paid simultaneously to Buyer.
The Company specifically acknowledges that Buyer’s right to seek specific performance constitutes bargained for leverage
and that the loss of such leverage would result in irreparable harm to Buyer. For the avoidance of doubt, in the event Buyer seeks
to obtain an injunction from a court or an arbitrator against Company or specific performance of any provision of any Transaction
Document, such action shall not be a waiver of any right of Buyer under any Transaction Document, at law, or in equity, including
without limitation its rights to arbitrate any Claim pursuant to the terms of the Transaction Documents, nor shall Buyer’s
pursuit of an injunction prevent Buyer, under the doctrines of claim preclusion, issues preclusion, res judicata or other similar
legal doctrines, from pursuing other Claims in the future in a separate arbitration.


 




    	 	42	 



     


    

 


(n)
Exercise of Right.


 


Notwithstanding
anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever each
Buyer exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related
obligations within the periods therein provided, then such Buyer may continue to exercise it other rights, elections, demands
and options hereunder and under any other Transaction Document from time to time as if such original right, election, demand or
option had not been exercised without prejudice to its future actions and rights and remedies.


 


(o)
Payment Set Aside; Currency.


 


To
the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any of the other Transaction Documents
or any Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other
Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable
cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had
not occurred. Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction
Documents are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all
other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted
into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate”
means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange
rate as published in the Wall Street Journal on the relevant date of calculation.


 


[Signature
Pages Follow]


 




    	 	43	 



     


    

 


IN
WITNESS WHEREOF, each Buyer and the Company has caused its signature page to this Agreement to be duly executed as of the
date first written above.


 


	 	COMPANY:
	 	 	 
	 	Naked
    Brand Group Limited
	 	 	 
	 	By:	/s/
    Justin Davis-Rice
	 	Name:	Justin
    Davis-Rice
	 	Title:	Director


 


[Signature
page to Securities Purchase Agreement]


 




    	 



     


    

 


IN
WITNESS WHEREOF, each Buyer and the Company has caused its signature page to this Agreement to be duly executed as of the
date first written above.





 





		BUYER:
	 	 
	 	Iliad
    Research and Trading, L.P.
	 	 	 
	 	By:	Iliad
    Management, LLC, its General Partner
	 	 	 
	 	By:	Fife
    Trading, Inc., its Manager
	 	 	 
	 	By:	/s/
    John M. Fife
	 	 	John
    M. Fife, President





 


[Signature
page to Securities Purchase Agreement]