Exhibit 10.1


 


Bendon Limited


8 Airpark Drive, Airport Oaks


Auckland 2022, New Zealand


 


 


March 9, 2017


 


Naked Brand Group Inc.


95 Madison Avenue, 10th Floor


New York, NY 10016


 


		Re:	Amendment No. 2 to Letter of Intent, Dated December
19, 2016



 


Ladies and Gentlemen:


 


Reference is made to
that certain Letter of Intent, dated December 19, 2016, as amended by Amendment No. 1 dated February 9, 2017 (collectively, the
“Letter of Intent”), between Bendon Limited (“Bendon”) and Naked Brand Group Inc. (“Naked”).
Capitalized terms used herein that are not otherwise defined will have the same meaning as they were given in the Letter of Intent.


 


Pursuant to the Letter
of Intent, it was contemplated that the Merger would occur as a result of a wholly-owned subsidiary of Naked merging with and into
Bendon with Bendon surviving as a subsidiary of Naked and Naked issuing shares of Naked common stock to the shareholders of Bendon
as consideration in the Merger. The parties have since determined to modify the structure of the Merger such that Naked would merge
into a subsidiary of a newly formed Australian holding company (“NewCo”) and the shareholders of Naked and Bendon,
respectively, would be issued shares of the NewCo that would act as the new public company following consummation of the transactions.
It is the intent of Naked and Bendon that to the extent not addressed below, any changes to the LOI as a result of the structure
change will be addressed in the definitive agreements to be agreed to by the parties. Accordingly, the parties now wish to further
amend the Letter of Intent as follows


 


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


 


“1.Bendon and Naked will
negotiate in good faith a definitive merger agreement (the “Agreement”) pursuant to which, on the closing date of the
transaction contemplated by the Agreement (“Closing Date”), (i) a wholly-owned subsidiary (“Merger Sub”)
of a newly formed Australian holding company (“NewCo”) which will be the ultimate parent company of Bendon would merge
with Naked (the “Merger”) and (ii) assuming Naked has 6,268,731 shares outstanding common shares outstanding (which
includes the conversion of $224,000 of Notes currently outstanding into 215,385 of common shares), as adjusted for any shares issued
in connection with any capital transactions which are approved by Bendon (each, a “Subsequent Capital Raise”), at the
conclusion of the Merger, NewCo would issue to the current holders of the outstanding capital stock of Bendon an aggregate of 118,812,163
ordinary shares of NewCo (the “Bendon Shares”) and issue to Naked an amount of ordinary shares of NewCo equal to the
number of shares of outstanding common stock of Naked (the “Naked Shares”) immediately prior to the Merger, and as
of the effective time of the Merger, no other shares of NewCo will be outstanding. The Merger will be structured to be accomplished
without taxation to the holders of Bendon Shares and Naked Shares, to the extent possible. Shares issued to Bendon will be subject
to adjustment based on Naked having Net Assets (as defined below) of $786,246, as adjusted for each Subsequent Capital Raise as
mutually agreed to by Naked and Bendon (the “Net Asset Amount”) (provided that if equity or options are issued to cancel
all or any portion of the Hochman Obligation (as defined below), the Net Asset Amount shall increase by that same amount) and Bendon
having Net Debt (as defined below) of $52.4 million as of the Closing (the “Net Debt Amount”) as follows:”


 






     


     


    

 


2.       Sections
1(a) and (b) shall be replaced in their entirety with the following:


 


“(a)In the event Naked’s
Net Assets are less than the Net Asset Amount (the “Net Asset Shortfall Amount”) at the Closing, NewCo shall issue
additional ordinary shares of NewCo to the holders of Bendon Shares in an amount equal to the product obtained by multiplying (i)
the difference between the Net Asset Amount and the Net Asset Shortfall Amount and (ii) 11.634. In the event Naked’s Net
Assets are more than the Net Asset Amount (the “Net Asset Excess Amount”) at the Closing, then the aggregate amount
of ordinary shares of NewCo issuable to the holders of Bendon Shares shall be reduced by the amount of ordinary shares of NewCo
equal to the product obtained by multiplying (i) the difference between the Net Asset Amount and the Net Asset Excess Amount and
(ii) 11.634. Provided, however, that in either event, such adjustment shall only be made to the extent such Net Asset Shortfall
Amount or Net Asset Excess Amount is greater than or less than $150,000, as applicable. Naked and Bendon have previously agreed
to an operating budget (the “Budget”) for the period from the date of the Pre-merger Financing (as defined below) until
the Closing Date. Any change, at any time, in the Budget shall cause a dollar-for-dollar change in the Net Asset Amount. The Board
will also establish a committee to oversee the Budget, which committee shall be comprised of the four directors and include two
existing directors and the New Directors (as defined in Section 7 of this letter). The Budget will be reviewed by such committee
on a regular basis. No material adverse deviations from the Budget will be made without approval from the committee.




(b)In the event Bendon’s Net Debt exceeds the Net Debt Amount (the “Net Debt Excess Amount”), then the
aggregate amount of ordinary shares of NewCo issuable to the holders of Bendon Shares shall be reduced by the amount of ordinary
shares of NewCo equal to the product obtained by multiplying (i) the difference between the Net Debt Excess Amount and the Net
Debt Amount and (ii) 0.833. In the event Bendon’s Net Debt is less than the Net Debt Amount (the “Net Debt Shortfall
Amount”), then NewCo shall issue additional ordinary shares of NewCo to the holders of Bendon Shares in an amount equal to
the product obtained by multiplying (i) the difference between the Net Debt Shortfall Amount and the Net Debt Amount and (ii) 0.833.
Provided, however, that in either event, such adjustment shall only be made to the extent such Net Debt Excess Amount or Net Debt
Shortfall Amount is greater than or less than $1,000,000, as applicable.


 


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


 


“4.       The
parties agree that the following shall be the proposed timeline for the Merger:


 


		·	Naked Board to approve Merger, in concept, subject to Agreement (20 calendar days from receipt of Agreement);



 


		·	Filing of preliminary proxy statement/prospectus to obtain Required Stockholder Approval (defined below) (20 calendar days
after the execution of the Agreement).



 






     


     


    

 


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


 


“5.The Board of Directors
of NewCo from and after the Closing Date will consist of either five or seven persons, one of whom will be the nominee of the existing
Naked shareholders, specifically Carole Hochman, with the remaining persons to be selected by Bendon.”


 


5.       The
first sentence of Section 6 shall be replaced in its entirety with the following:


 


“6.Promptly after signing
the Agreement, but in any case no later than 75 calendar days, Naked shall file the preliminary proxy statement / prospectus to
solicit the vote of the stockholders of Naked on the approval of the Merger and related transactions and on such other matters
as may be required by applicable law or regulation or mutually agreed upon by Naked and Bendon (the “Required Stockholder
Approval”).”


 


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


 


“8.Carole Hochman will
be offered employment with NewCo pursuant to an employment agreement on substantially the same terms as set forth on Exhibit
A. Additionally, key employees of Bendon will be employed by NewCo at the discretion of Bendon”


 


7.       Section
10 shall be replaced in its entirety with the following:


 


“10.Simultaneously with
the execution of the Agreement, each member of the Naked Management Group as of the date of this letter that is a stockholder of
Naked shall agree in writing not to sell any shares of NewCo received in the Merger for a period of one year after the Closing
Date, subject to customary exceptions.”


 


8.       Section
12 shall be replaced in its entirety with the following:


 


“12.       All
holders of options, warrants and other rights to purchase or convert or exchange into Naked Shares (“Naked Stock Rights”)
and all holders of options, warrants and other rights to purchase or convert or exchange into Bendon Shares (“Bendon Stock
Rights”) whose instruments governing their Naked Stock Rights and Bendon Stock Rights, respectively, do not provide that,
upon the Merger, such Naked Stock Rights and Bendon Stock Rights will automatically be converted into similar options, warrants,
rights and convertible securities of NewCo (“NewCo Stock Rights”) will agree in writing to exchange their Naked Stock
Rights and Bendon Stock Rights, upon consummation of the Merger, for substantially equivalent NewCo Stock Rights, in each instance
satisfactory to Naked and Bendon, respectively.”


 


9.       Section
13(b) shall be amended and replaced with the following:


 


“(b) the ordinary shares of
NewCo being listed on The Nasdaq Capital Market.”


 






     


     


    

 


10.       The parties
hereby agree that for purposes of the Letter of Intent, the above-referenced change in Merger structure shall not be considered
an adverse change in the economic terms of the Letter of Intent which would cause the Letter of Intent to be terminated. Additionally,
the parties hereby agree that the reference to March 10, 2017 in Section 17 of the Letter of Intent is hereby replaced with April
10, 2017.


 




    	 



    	 



    

 


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


 


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


 





	 	 	 	Very truly yours,
	 	 	 	 	 
	 	 	 	BENDON LIMITED
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:  	/s/ Justin Davis-Rice
	 	 	 	Name: Justin Davis-Rice
	 	 	 	Title: Chairman
	 	 	 	 	 
	Accepted and confirmed:	 	 	 
	 	 	 	 	 
	NAKED BRAND GROUP INC.	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:  	/s/ Carole Hochman	 	 	 
	Name: Carole Hochman	 	 	 
	Title: Chief Executive Officer