Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of January 12, 2017, between Naked Brand Group Inc., a Nevada corporation
(the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors
and assigns, a “Purchaser” and collectively the “Purchasers”).


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act
of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each
Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in
this Agreement.


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


Article
I

DEFINITIONS


 


1.1           Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the
meanings set forth in this Section 1.1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.





 


“Closing Date”
means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the third Trading Day
following the date hereof.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common Stock”
means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities
may hereafter be reclassified or changed.


 




     


     


    

 


“Common Stock
Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Per Share
Purchase Price” equals $1.04, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Prospectus”
means the final prospectus filed for the Registration Statement.


 


“Prospectus
Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with
the Commission and delivered by the Company to each Purchaser at the Closing.


 


“Registration
Statement” means the effective registration statement with Commission File No. 333-213965 which registers the sale of
the Shares to the Purchasers.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares”
means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.


 


“Short Sales”
means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to
include the location and/or reservation of borrowable shares of Common Stock).


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder based on the Per
Share Purchase Price, as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading
“Subscription Amount,” in United States dollars and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.


 




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“Trading Day”
means a day on which the principal Trading Market is open for trading.


 


“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange
(or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement and any other documents or agreements executed in connection with the transactions contemplated
hereunder.


 


“Transfer
Agent” means Standard Registrar & Transfer Co. Inc., the current transfer agent of the Company, with a mailing address
of 12528 South 1840 East, Draper, UT 84020, and any successor transfer agent of the Company.


 


Article
II

PURCHASE AND SALE


 


2.1           Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,
agree to purchase, up to an aggregate of $2.5 million of Shares. Each Purchaser shall deliver to the Company, via wire transfer,
immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed
by such Purchaser and the Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a),
and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction
of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing, which may occur by remote delivery of documents,
shall occur at the offices of Duane Morris LLP, 1540 Broadway, New York, New York 10036-4086 or such other location as the parties
shall mutually agree.


 


2.2           Deliveries.


 


(a)          On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i)          this
Agreement duly executed by the Company; and


 


(ii)         the
Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).


 


(b)          Prior
to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following:


 


(i)          this
Agreement duly executed by such Purchaser; and


 


(ii)         such
Purchaser’s Subscription Amount by wire transfer to the account specified by the Company.


 




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2.3           Closing
Conditions.


 


(a)          The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)          the
accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)         all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and


 


(iii)        the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b)          The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being
met:


 


(i)          the
accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained
herein (unless as of a specific date therein);


 


(ii)         all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;


 


(iii)        the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and


 


(iv)        there
shall have been no Material Adverse Effect with respect to the Company since the date hereof.


 


Article
III

REPRESENTATIONS AND WARRANTIES


 


3.1           Representations
and Warranties of the Company. The Company represents and warrants to, and agrees with, each Purchaser, as of the date hereof,
that:


 


(a)          The
Company and each Subsidiary (as defined below) has been duly organized and is validly existing as a corporation in good standing
(or the foreign equivalent thereof) under the laws of each of their respective jurisdictions of organization. The Company and each
Subsidiary is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its
ownership or lease of property or the conduct of its business requires such qualification and has all power and authority necessary
to own or hold its properties and to conduct the business in which it is engaged, except where the failure to so qualify, be in
good standing or have such power or authority (i) would not have, singularly or in the aggregate, a material adverse effect on
the condition (financial or otherwise), results of operations, assets, properties or business of the Company or any Subsidiary,
taken as a whole, or (ii) impair in any material respect the ability of the Company to perform its obligations under this Agreement
or to consummate any transactions contemplated by the Agreement (any such effect as described in clauses (i) or (ii), a “Material
Adverse Effect”).


 




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(b)          The
Company has the requisite right, power and authority to enter into this Agreement, to authorize, issue and sell the Shares as contemplated
by this Agreement to perform and to discharge its obligations hereunder and thereunder; and this Agreement has been duly authorized,
executed and delivered by the Company, and constitutes a valid and binding obligation of the Company enforceable in accordance
with its terms, except (i) as may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to enforcement
of creditors’ rights generally and by general principles of equity and (ii) to the extent any indemnification or contribution
provisions contained therein may further be limited by applicable laws and principles of public policy.


 


(c)          The
Shares to be issued and sold by the Company to the Purchasers hereunder have been duly authorized and the Shares, when issued and
delivered against payment therefor as provided herein, will be validly issued, fully paid and non-assessable and free of any preemptive
or similar rights. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities
Act, which became effective on October 19, 2016 (the “Effective Date”), including the Prospectus, and such amendments
and supplements thereto as may have been required to the date of this Agreement in connection with the sale of the Shares hereunder.
The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of
the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings
for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required
by the rules and regulations of the Commission, proposes to file the Prospectus, with the Commission pursuant to Rule 424(b) in
relation to the sale of the Shares. At the time the Registration Statement and any amendments thereto became effective, at the
date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform
in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
and the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was
issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and
did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which they were made, not misleading, and will conform to the description
thereof contained in the Registration Statement and the Prospectus.


 




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(d)          The
Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus, and all of the issued shares
of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, have been issued
in all material respects in compliance with United States federal and state securities laws, and conform to the description thereof
contained in the Registration Statement and the Prospectus. As of October 31, 2016, other than as described in the Company’s
reports filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Company has not issued any securities,
other than Common Stock of the Company issued pursuant to the exercise of stock options previously outstanding under the Company’s
equity incentive plans, or the issuance of restricted Common Stock or restricted stock units pursuant to the Company’s equity
incentive plans or purchase plans or Common Stock of the Company issued pursuant to the exercise of warrants or convertible notes
previously outstanding. All of the Company’s options, warrants and other rights to purchase or exchange any securities for
shares of the Company’s capital stock have been duly authorized and validly issued and were issued in all material respects
in compliance with United States federal and state securities laws. None of the outstanding shares of Common Stock was issued in
violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of
the Company. There are no authorized or outstanding shares of capital stock, options, warrants, preemptive rights, rights of first
refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital
stock of the Company or any Subsidiary other than those described above or those accurately described in the Registration Statement,
the Prospectus and the Company’s reports filed with the Commission. The description of the Company’s equity incentive
plans, stock bonus and other stock plans or arrangements, if applicable, and the options or other rights granted thereunder, as
described in the Registration Statement and the Prospectus, accurately and fairly present in all material respects the information
required to be shown with respect to such plans, arrangements, options and rights.


 


(e)          All
the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable
and, except to the extent set forth in the Registration Statement and the Prospectus, are owned by the Company directly or indirectly
through one or more wholly-owned Subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon
voting or transfer or any other claim of any third party.


 


(f)          The
execution, delivery and performance by the Company of this Agreement (including all schedules and exhibits hereto) and each of
the Transaction Documents to which the Company is a party, and the consummation by the Company of the transactions contemplated
hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement (including all schedules and exhibits
hereto) and the Transaction Documents to which the Company is a party have been duly executed and delivered by the Company and
constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.
The execution of, and performance of, the transactions contemplated by this Agreement (including all schedules and exhibits) and
the Transaction Documents and compliance with the respective provisions hereof and thereof by the Company will not, to the best
of the Company’s knowledge, violate any provision of law and will not conflict with or result in any material breach of any
of the terms, conditions or provisions of, or constitute a material default under, or require a consent or waiver under, the Company’s
articles of incorporation or bylaws or any material indenture, lease, agreement or other instrument to which the Company is a party
or by which it or any of its properties (whether tangible or intangible) is bound, or any decree, judgment, order, statute, rule
or regulation applicable to the Company.


 




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(g)          Except
for (i) the registration of the Shares offered in the Offering under the Securities Act (which has been effected), (ii) any Prospectus
containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B of
the Rules and Regulations and (iii) such consents, approvals, authorizations, registrations, filings, or qualifications as may
be required under the Securities Act, the Exchange Act and applicable state or foreign securities laws and the Financial Industry
Regulatory Authority, Inc. (“FINRA”), if applicable, in connection with the offering and sale of the Shares
by the Company, no consent, approval, authorization or order of, or filing, qualification or registration with, any court or governmental
agency or body, foreign or domestic, which has not been made, obtained or taken and is not in full force and effect, is required
for the execution, delivery and performance of this Agreement by the Company, the offer or sale of the Shares or the consummation
of the transactions contemplated hereby or thereby.


 


(h)          The
financial statements, together with the related notes and schedules, included or incorporated by reference in the Registration
Statement, and the Prospectus fairly present in all material respects the financial position and the results of operations and
changes in financial position of the Company and its consolidated Subsidiaries and other consolidated entities at the respective
dates or for the respective periods therein specified. Such financial statements and related notes and schedules have been prepared
in accordance with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent
basis throughout the periods involved except as may be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes required by GAAP. Such financial statements, together
with the related notes and schedules, included or incorporated by reference in the Registration Statement and the Prospectus comply
in all material respects with the Securities Act, the Exchange Act, and the Rules and Regulations and the rules and regulations
under the Exchange Act. No other financial statements or supporting schedules or exhibits are required by the Securities Act or
the Rules and Regulations to be described, or included or incorporated by reference in the Registration Statement or the Prospectus.


 


(i)          Except
as set forth in the Registration Statement and the Prospectus, there is no legal or governmental action, suit, claim or proceeding
pending to which the Company or any Subsidiary is a party or of which any property or assets of the Company or any Subsidiary is
the subject which (i) is required to be described in the Registration Statement or the Prospectus or a document incorporated by
reference therein and is not described therein, or (ii) singularly or in the aggregate, if determined adversely to the Company
or any Subsidiary would reasonably be expected to have a Material Adverse Effect or prevent the consummation of the transactions
contemplated hereby; and to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities
or threatened by others.


 


(j)          Neither
the Company nor any Subsidiary is in (i) violation of its charter or by-laws (or analogous governing instrument, as applicable),
(ii) default in any respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default,
in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property
or assets is subject or (iii) to the Company’s knowledge, violation of any law, ordinance, governmental rule, regulation
or court order, decree or judgment to which it or its property or assets is subject except, in the case of clauses (ii) and (iii)
of this paragraph(s), for any violations or defaults which, singularly or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.


 




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(k)          Except
as described in the Registration Statement and the Prospectus, the Company and each Subsidiary possess all licenses, certificates,
authorizations and permits issued by, and have made all declarations and filings with, the appropriate local, state, federal or
foreign regulatory agencies or bodies which are necessary for the ownership of its properties or the conduct of their respective
businesses as described in the Registration Statement and the Prospectus (collectively, the “Governmental Permits”),
except where any failures to possess or make the same, singularly or in the aggregate, would not reasonably be expected to have
a Material Adverse Effect. The Company and each Subsidiary is in compliance with all such Governmental Permits, and all such Governmental
Permits are valid and in full force and effect, except where any non-compliance or the validity or failure to be in full force
and effect would not, singularly or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s
knowledge, all such Governmental Permits are free and clear of any material restriction or condition that are in addition to, or
materially different from those normally applicable to similar licenses, certificates, authorizations and permits. Neither the
Company nor any Subsidiary has received notification of any revocation or modification (or proceedings related thereto) of any
such Governmental Permit and, to the Company’s knowledge, there is no reason to believe that any such Governmental Permit
will not be renewed.


 


(l)          Neither
the Company nor any Subsidiary is or, after giving effect to the offering of the Shares and the application of the proceeds thereof
as described in the Registration Statement and the Prospectus, will become an “investment company” within the meaning
of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.


 


3.2           Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as
of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):


 


(a)          Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser
of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited
liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a
party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will
constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law. The Purchaser’s execution, delivery and performance of this Agreement and the other Transaction
Documents and the consummation by it of the transactions contemplated hereby do not and will not (i) conflict with or violate
any provision of the Purchaser’s certificate or articles of incorporation, bylaws or other organizational or charter documents,
or (ii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Purchaser is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Purchaser is bound or affected.


 




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(b)          Understandings
or Arrangements. Such Purchaser is acquiring the Shares as principal for its own account
and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution
of such Shares (this representation and warranty not limiting such Purchaser’s right to sell the Shares pursuant to the
Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring
the Shares hereunder in the ordinary course of its business.


 


(c)          Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review
the Transaction Documents (including all exhibits and schedules thereto) and the Company’s filings with the Commission and
has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives
of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the
Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional
information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed
investment decision with respect to the investment.


 


(d)          Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated
hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser,
directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period
commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person
representing the Company setting forth the material pricing terms of the transactions contemplated hereunder and ending immediately
prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle
whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have
no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s
assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager
that made the investment decision to purchase the Shares covered by this Agreement. Other than to other Persons party to this
Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability
of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.


 


(e)          Ownership.
The Purchaser’s signature page sets forth all securities of the Company held or beneficially owned by such Purchaser as
of the date hereof, including without limitation, Common Stock and Common Stock Equivalents. Such Purchaser does not hold or beneficially
own any other securities of the Company, except as indicated on the signature page hereto.


 




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(f)          Group.
Such Purchaser represents that it is not a “group” within the meaning of Section 13d-5 under the Exchange Act with
any holder or beneficial owner of the Company’s securities and in calculating and reporting such Purchaser’s beneficial
ownership, such Purchaser is not required under the rules and regulations promulgated under the Exchange Act to include the beneficial
ownership of the securities of the Company held by another holder or beneficial owner of the Company’s securities.


 


(g)          Purchase
Status. At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is either: (i) an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified
institutional buyer” as defined in Rule 144A(a) under the Securities Act.


 


(h)          Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.


 


Article
IV

OTHER AGREEMENTS OF THE PARTIES


 


4.1           Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares for purposes of the rules and
regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction
unless shareholder approval is obtained before the closing of such subsequent transaction.


 


4.2           Securities
Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following
the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current
Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the
Exchange Act. The Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing
with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a)
as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b)
to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers
with prior notice of such disclosure permitted under this clause (b).


 


4.3           Use
of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder as described in the Prospectus Supplement.


 




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4.4           Listing
of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on
the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote
all of the Shares on such Trading Market and promptly secure the listing of all of the Shares on such Trading Market. The Company
further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such
application all of the Shares, and will take such other action as is necessary to cause all of the Shares to be listed or quoted
on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the
listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of
the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including,
without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in
connection with such electronic transfer.


 


4.5           Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending
at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.2. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time
as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release
as described in Section 4.2, such Purchaser will maintain the confidentiality of the existence and terms of this transaction.
Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly
acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in
effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are
first publicly announced pursuant to the initial press release as described in Section 4.2, (ii) no Purchaser shall be restricted
or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from
and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press
release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries
after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser
that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing
other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of
assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement.


 




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Article
V

MISCELLANEOUS


 


5.1           Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
has not been consummated on or before June 30, 2017; provided, however, that no such termination will affect the right of any
party to sue for any breach by any other party (or parties).


 


5.2           Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary,
each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company
shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction
letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied
in connection with the delivery of any Shares to the Purchasers.


 


5.3           Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto,
the Prospectus and the Prospectus Supplement, contain the entire understanding of the parties with respect to the subject matter
hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which
the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4           Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via email or facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto at or prior
to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached
hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd)
Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual
receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as
set forth on the signature pages attached hereto.


 


5.5           Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Purchasers who purchased at least a majority in interest of the Shares based
on the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived
provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right.


 


5.6           Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 




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5.7           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties
and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without
the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this
Agreement to any Person to whom such Purchaser assigns or transfers any Shares, provided that such transferee agrees in writing
to be bound, with respect to the transferred Shares, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


5.8           No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person.


 


5.9           Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to the
conflicts of laws principles of any jurisdictions. Each party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought
against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents)
shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If either party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then,
the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


5.10         Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.


 


5.11         Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “pdf” format data file, such signature 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 facsimile or “.pdf”
signature page were an original thereof.


 




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5.12         Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


5.13         Replacement
of Securities. If any certificate or instrument evidencing any Shares is mutilated,
lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation
thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt
of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or
instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated
with the issuance of such replacement Shares.


 


5.14         Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


5.15         Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser
under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction
Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto
or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce
its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents,
and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.
Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents.
The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company
and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each
provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and
not between the Company and the Purchasers collectively and not between and among the Purchasers.


 




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5.16         Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or
the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right
may be exercised on the next succeeding Business Day.


 


5.17         Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


 


5.18         WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT
BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE
LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(Signature Pages Follow)


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


 


	NAKED BRAND GROUP INC.
	 
	By:	 	 
	 	Name:
	 	Title:


 


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


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




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[PURCHASER SIGNATURE PAGES TO SECURITIES
PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above.


 


Name of Purchaser:


 


Signature of Authorized Signatory of
Purchaser: ________________________


 


Name of Authorized Signatory:


 


Title of Authorized Signatory:


 


Email Address of Authorized Signatory:


 


Facsimile Number of Authorized Signatory:


 


Address for Notice to Purchaser:


 


Address for Delivery of Shares to Purchaser
(if not same as address for notice):


 


Subscription Amount:


 


Number of Shares:


 


EIN Number:


 


Company Shares currently held by Purchaser:


 


Shares of Common Stock:


 


Common Stock Equivalents:


 


Delivery instructions for the Shares


 


 ̈       Paper
Certificate


 


Provide Address for Delivery of Paper Stock
Certificate to Purchaser (if not same as address for notice):



 


or


 


 ̈       DWAC


 


Name of DTC Participant (broker-dealer
at which the account or accounts to be credited with the Shares are maintained):


 


DTC Participant Number:


 


Name of Account at DTC Participant being
credited with the Shares:


 


Account Number at DTC Participant being
credited with the Shares: