Naked Brand Group Inc. Exhibit10.5 - Filed by newsfilecorp.com






NAKED BRAND GROUP, INC.
FORM OF REGISTRATION
RIGHTS AGREEMENT 


     THIS REGISTRATION
RIGHTS AGREEMENT (the “Agreement”), dated as of , 2014, is made by and
between Naked Brand Group, Inc., a Nevada corporation (the “Company”) and the
undersigned investor (the “Investor”). 

R E C I T A L S

     WHEREAS, in connection
with that certain Subscription Agreement of even date herewith by and between
the Company and the Investor (the “Subscription Agreement”), the Investor
purchased from the Company, certain units (the “Units”), each Unit consisting of
(a) a $25,000 senior secured convertible debenture (the “Convertible
Debenture”), and (b) a five-year warrant (the “Warrants”) to purchase 166,667
shares of common stock of the Company (“Warrant Shares”) exercisable at $0.15
per share; and 

     WHEREAS, to induce the
Investor to purchase the Units, the Company has agreed to grant the Investor
certain rights with respect to registration of Registrable Securities under the
Securities Act pursuant to the terms of this Agreement. 

AGREEMENT 

     NOW, THEREFORE, the
Company and the Investor hereby covenant and agree as follows: 

     1.      Recitals.
The recitals set forth above are true and correct and are incorporated herein by
reference. 

     2.      Certain
Definitions. As used in this Agreement, the following terms shall have the
following respective meanings: 

               “Agreement”
shall have the meaning set forth in the Preamble hereof; 

               “Automatic
Registration Statement” shall have the meaning set forth in Section 4(a)
of this Agreement; 

               “Closing”
shall mean the closing of the sale of the Units in which the Investor Purchased
the Units; 

               “Closing
Date” means the date on which the Closing occurred; 

               “Commission”
shall mean the Securities and Exchange Commission, or any other federal agency
at the time administering the Securities Act; 

               “Company”
shall have the meaning set forth in the Preamble hereof; 

               “Conversion
Shares” shall have the meaning set forth in the definition of Registrable
Securities herein; 

Exhibit D - Form of Registration Rights Agreement


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               “Effectiveness
Date” shall mean that date which is one hundred and fifty (150) days
following the Filing Date; 

               “Effectiveness
Period” shall have the meaning set forth in Section 4(a) of this
Agreement; 

               “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, or any
successor federal statute, and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect;; 

               “Filing
Date” shall mean that date which is sixty (60) days following the Final
Closing Date; 

               “Final
Closing Date” means closing date of the Offering after which the Company
ceases to offer for sale the Units; 

               “Investor”
shall have the meaning set forth in the Preamble hereof; 

               “Offering”
shall refer to the Company’s offering of up to 240 Units (subject to an
over-allotment of 80 units); 

               “Piggyback
Registration” shall have the meaning set forth in Section 3(a) of
this Agreement; 

               “Register,”
“registered” and “registration” each shall refer to a registration
of the Registrable Securities effected by preparing and filing a registration
statement or statements or similar documents in compliance with the Securities
Act and the declaration or ordering of effectiveness of such registration
statement or document by the Commission; 

               “Registrable
Securities” shall mean the shares issued or issuable upon conversion of the
Convertible Debentures (the “Conversion Shares”) and Warrant Shares issued or
issuable upon exercise of the Warrants issued to Investor in connection with the
Offering; provided, however, that Conversion Shares and Warrant
Shares that are Registrable Securities shall cease to be Registrable Securities
(i) when subject to an effective registration statement under the Securities Act
as provided for hereunder, (ii) upon any sale pursuant to a registration
statement or Rule 144 under the Securities Act or (iii) at such time as they
become eligible for sale without volume limitations or other restrictions
pursuant to Rule 144 under the Securities Act or another similar exemption under
the Securities Act; provided, further, that the maximum amount of Registrable
Securities at any one time shall be subject to any limits imposed by the
Commission pursuant to Rule 415; 

               “Securities
Act” shall mean the Securities Act of 1933, as amended, or any successor
federal statute, and the rules and regulations of the Commission issued under
such Act, as they each may, from time to time, be in effect; 

               “Subscription
Agreement” shall have the meaning set forth in the Preamble hereof; 

Exhibit D - Form of Registration Rights Agreement


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               “Warrant”
shall have the meaning set forth in the Preamble hereof; and 

               “Warrant
Shares” shall have the meaning set forth in the Preamble hereof. 

               Capitalized
terms used but not defined herein shall have the meanings set forth in the
Subscription Agreement. 

     3.      Piggyback
Registrations. 

          (a)      Whenever
the Company proposes to register (including, for this purpose, a registration
effected by the Company for other shareholders) any of its securities under the
Securities Act (other than pursuant to (i) an Automatic Registration pursuant to
Section 4 hereof or (ii) registration pursuant to a registration
statement on Form S-4 or S-8 or any successor forms thereto), and the
registration form to be used may be used for the registration of Registrable
Securities (a “Piggyback Registration”), the Company will give written
notice to the Investor of its intention to effect such a registration and will,
subject to the provisions of Subsection 3(b) hereof, include in such
registration all Registrable Securities with respect to which the Company has
received a written request for inclusion therein within ten (10) days after the
receipt of the Company’s notice. 

          (b)      If
a Piggyback Registration is an underwritten secondary registration on behalf of
holders of the Company’s securities, and the managing underwriters advise the
Company in writing that in their opinion the number of securities requested to
be included in such registration exceeds the number which can be sold in such
offering without adversely affecting the marketability of the offering, the
Company will include in such registration a pro rata share of Registrable
Securities requested to be included in such registration statement as calculated
by dividing the number of Registrable Securities requested to be included in
such registration statement by the number of the Company’s securities requested
to be included in such registration statement by all selling security holders.
In such event, the Investor shall continue to have registration rights under
this Agreement with respect to any Registrable Securities not so included in
such registration statement.

          (c)      Notwithstanding
the foregoing, if, at any time after giving a notice of Piggyback Registration
and prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine for any reason
not to register or to delay registration of such securities, the Company may, at
its election, give written notice of such determination to each record holder of
Registrable Securities and, following such notice, (i) in the case of a
determination not to register, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration, and (ii) in the
case of determination to delay registering, shall be permitted to delay
registering any Registrable Securities for the same period as the delay in
registering such other securities.

Exhibit D - Form of Registration Rights Agreement


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     4.      Automatic
Registration. 

          (a)      On
or prior to the Filing Date, the Company shall prepare and file with the
Commission a registration statement (the “Automatic Registration
Statement”) covering the resale of all of the Registrable Securities for an
offering to be made on a continuous basis pursuant to Rule 415. The Automatic
Registration Statement required hereunder shall be on Form S-1 or Form S-3 (or
any successor forms thereto), as applicable. Subject to the terms of this
Agreement, the Company shall use its commercially reasonable efforts to cause
the Automatic Registration Statement to be declared effective under the
Securities Act as promptly as possible after the filing thereof, but in any
event not later than the Effectiveness Date, and shall use its commercially
reasonable efforts to keep the Automatic Registration Statement continuously
effective under the Securities Act until the date when all Registrable
Securities covered by the Registration Statement have been sold or may be sold
without volume or other restrictions pursuant to Rule 144 under the Securities
Act as determined by counsel to the Company pursuant to a written opinion letter
to such effect, addressed and acceptable to the Company’s transfer agent and the
Investor (the “Effectiveness Period”). The maximum amount of Registrable
Securities that may be included in the Automatic Registration Statement at any
one time shall be limited by Rule 415 as required by the Commission. In the
event that there is a limitation by the Commission on the number of Registrable
Securities that may be included for registration at one time, the Company shall
promptly so advise the Investor and use its reasonable best efforts to file an
additional Automatic Registration Statement covering such ineligible Registrable
Securities, on a pro-rata basis, within 30 days of the date such securities
become eligible and cause such Automatic Registration Statement to be declared
effective by the Commission as soon as reasonably practicable. Any reduction in
the number of Registrable Securities shall be deducted from the Conversion
Shares. 

          (b)      At
any time after the Automatic Registration Statement has become effective, the
Company may, upon giving prompt written notice of such action to the Investor,
suspend the use of any such Automatic Registration Statement if, in the good
faith judgment of the Company, the use of the Automatic Registration Statement
covering the Registrable Securities would be detrimental to the Company or its
stockholders at such time and the Company concludes, as a result, that it is in
the best interests of the Company or its stockholders to suspend the use of such
Automatic Registration Statement at such time. The Company shall have the right
to suspend such Automatic Registration Statement for a period of not more than
thirty (30) consecutive days from the date the Company notifies the Investor of
such suspension, with such suspension not exceed an aggregate of seventy-five
(75) days (whether or not consecutive) during any 12-month period. In the case
of the suspension of any effective Automatic Registration Statement, the
Investor, immediately upon receipt of notice thereof from the Company, will
discontinue any sales of Registrable Securities pursuant to such Registration
Statement until advised in writing by the Company that the use of such Automatic
Registration Statement may be resumed. 

     5.      Registration
Procedures. If and whenever the Company is required by the provisions of
Sections 3 and 4 hereof to use its commercially reasonable efforts
to affect the registration of any Registrable Securities under the Securities
Act, the Company will, as expeditiously as possible: 

          (a)      prepare
and file with the Commission the registration statement with respect to such
securities and use its commercially reasonable efforts to cause such
registration statement to become effective in an expeditious manner; 

Exhibit D - Form of Registration Rights Agreement


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          (b)      prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement continuously effective during the
Effectiveness Period and comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
registration statement in accordance with the intended method of disposition set
forth in such registration statement for such period; 

          (c)      furnish
to each seller of Registrable Securities and to each underwriter such number of
copies of the registration statement and the prospectus included therein
(including each preliminary prospectus) in conformity with the requirements of
the Securities Act, and such other documents as such persons reasonably may
request in order to facilitate the intended disposition of the Registrable
Securities covered by such registration statement; 

          (d)      use
its commercially reasonable efforts (i) to register or qualify the Registrable
Securities covered by such registration statement under the state securities or
“blue sky” laws of such jurisdictions as the sellers of Registrable Securities
or, in the case of an underwritten public offering, the managing underwriter,
reasonably shall request, (ii) to prepare and file in those jurisdictions such
amendments (including post-effective amendments) and supplements, and take such
other actions, as may be necessary to maintain such registration and
qualification in effect at all times for the period of distribution contemplated
thereby and (iii) to take such further action as may be necessary or advisable
to enable the disposition of the Registrable Securities in such jurisdictions,
provided, that the Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction
where it is not so qualified or to consent to general service of process in any
such jurisdiction; 

          (e)      use
its commercially reasonable efforts to list the Registrable Securities covered
by such registration statement with any securities exchange on which the common
stock of the Company is then listed; 

          (f)      promptly
notify each seller of Registrable Securities and each underwriter under such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event
of which the Company has knowledge as a result of which the prospectus contained
in such registration statement, as then in effect, includes any untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing and promptly amend or supplement such
registration statement to correct any such untrue statement or omission; 

          (g)      promptly
notify each seller of Registrable Securities of the issuance by the Commission
of any stop order suspending the effectiveness of the registration statement or
the initiation of any proceedings for that purpose and make every reasonable
effort to prevent the issuance of any stop order and, if any stop order is
issued, to obtain the lifting thereof at the earliest possible time; 

          (h)      if
the offering is an underwritten offering, enter into a written agreement with
the managing underwriter selected in the manner herein provided in such form and
containing such provisions as are usual and customary in the securities business
for such an arrangement between such underwriter and companies of the Company’s
size and investment stature, including, without limitation, customary
indemnification and contribution provisions; 

Exhibit D - Form of Registration Rights Agreement


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          (i)      if
the offering is an underwritten offering, at the request of any seller of
Registrable Securities, furnish to such seller on the date that Registrable
Securities are delivered to the underwriters for sale pursuant to such
registration: (i) a copy of an opinion, dated such date, of counsel representing
the Company for the purposes of such registration, addressed to the
underwriters, stating that such registration statement has become effective
under the Securities Act and that (A) to the knowledge of such counsel, no stop
order suspending the effectiveness thereof has been issued and no proceedings
for that purpose have been instituted or are pending or contemplated under the
Securities Act, (B) the registration statement, the related prospectus and each
amendment or supplement thereof comply as to form in all material respects with
the requirements of the Securities Act (except that such counsel need not
express any opinion as to financial statements or other financial or statistical
information contained therein) and (C) to such other effects as reasonably may
be requested by counsel for the underwriters; and (ii) a copy of a letter dated
such date from the independent public accountants retained by the Company,
addressed to the underwriters, stating that they are independent registered
public accountants within the meaning of the Securities Act and that, in the
opinion of such accountants, the financial statements of the Company included in
the registration statement or the prospectus, or any amendment or supplement
thereof, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including information as to the
period ending no more than five business days prior to the date of such letter)
with respect to such registration as such underwriters reasonably may request;


          (j)      take
all actions reasonably necessary to facilitate the timely preparation and
delivery of certificates (not bearing any legend restricting the sale or
transfer of such securities) representing the Registrable Securities to be sold
pursuant to the registration statement and to enable such certificates to be in
such denominations and registered in such names as the Investor or any
underwriters may reasonably request;

          (k)      take
all other reasonable actions necessary to expedite and facilitate the
registration of the Registrable Securities pursuant to the registration
statement; and

          (l)      promptly
make available for inspection by the sellers of Registrable Securities, any
managing underwriter participating in any disposition pursuant to such
registration statement, and any attorney or accountant or other agent retained
by any such underwriter or selected by any such sellers, all financial and other
records, pertinent corporate documents and properties of the Company and cause
the Company’s officers, directors, employees and independent accountants to
supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such. 

     6.      Obligations
of Investor. The Investor shall furnish to the Company such information
regarding such Investor, the number of Registrable Securities owned and proposed
to be sold by it, the intended method of disposition of such securities and any
other reasonable information as shall be required to effect the registration of
the Registrable Securities, and cooperate with the Company in preparing the
registration statement and in complying with the requirements of the Securities
Act. 

Exhibit D - Form of Registration Rights Agreement


Page 6 





     7.      Expenses.


          (a)      All
expenses incurred by the Company in complying with Sections 3 and
4 including, without limitation, all registration and filing fees
(including the fees of the Commission and any other regulatory body with which
the Company is required to file), printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, fees and expenses
(including counsel fees) incurred in connection with complying with state
securities or “blue sky” laws fees of one counsel for the Investors and fees of
transfer agents and registrars are called “Registration Expenses.” All
underwriting discounts and selling commissions applicable to the sale of
Registrable Securities are called “Selling Expenses.” 

          (b)      The
Company will pay all Registration Expenses in connection with any registration
statement filed hereunder, and the Selling Expenses in connection with each such
registration statement shall be borne by the participating sellers in proportion
to the number of Registrable Securities sold by each or as they may otherwise
agree. 

     8.      Indemnification
and Contribution. 

          (a)      In
the event of a registration of any of the Registrable Securities under the
Securities Act pursuant to the terms of this Agreement, the Company will
indemnify and hold harmless and pay and reimburse, each seller of such
Registrable Securities thereunder, each underwriter of such Registrable
Securities thereunder and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such seller,
underwriter or controlling person may become subject under the Securities Act,
the Exchange Act, state securities, or “blue sky” laws or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any registration statement under which such
Registrable Securities were registered under the Securities Act pursuant hereto
or any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or any
violation or alleged violation of the Securities Act, the Exchange Act, any
state securities or “blue sky” laws and will reimburse each such seller, each
such underwriter and each such controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, that the
Company will not be liable in any such case if and to the extent that any such
loss, claim, damage or liability arises out of or is based upon the Company’s
reliance on an untrue statement or alleged untrue statement or omission or
alleged omission so made in conformity with information furnished by any such
seller, any such underwriter or any such controlling person in writing
specifically for use in such registration statement or prospectus. 

Exhibit D - Form of Registration Rights Agreement


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          (b)      In
the event of a registration of any of the Registrable Securities under the
Securities Act pursuant hereto, each seller of such Registrable Securities
thereunder, severally and not jointly, will indemnify and hold harmless the
Company, each person, if any, who controls the Company within the meaning of the
Securities Act, each officer of the Company who signs the registration
statement, each director of the Company, each underwriter and each person who
controls any underwriter within the meaning of the Securities Act, against all
losses, claims, damages or liabilities, joint or several, to which the Company
or such officer, director, underwriter or controlling person may become subject
under the Securities Act, the Exchange Act, state securities, “blue sky”
laws or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon reliance on any
untrue statement or alleged untrue statement of any material fact contained in
the registration statement under which such Registrable Securities were
registered under the Securities Act pursuant hereto or any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse the Company and each
such officer, director, underwriter and controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided that such
seller will be liable hereunder in any such case if and only to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with information pertaining to such
seller, as such, furnished in writing to the Company by such seller specifically
for use in such registration statement or prospectus; and provided, further,
that the liability of each seller hereunder shall be limited to the net proceeds
received by such seller from the sale of Registrable Securities covered by such
Registration Statement. Notwithstanding the foregoing, the indemnity provided in
this Section 8(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or expense if such settlement is effected
without the consent of such indemnified party and provided further, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability (or action in respect thereof) arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission in such Registration Statement, which untrue statement or
alleged untrue statement or omission or alleged omission is completely corrected
in an amendment or supplement to the registration statement and the undersigned
indemnitees thereafter fail to deliver or cause to be delivered such
registration statement as so amended or supplemented prior to or concurrently
with the sale of the Registrable Securities to the person asserting such loss,
claim, damage or liability (or actions in respect thereof) or expense after the
Company has furnished the undersigned with the same. 

          (c)      Promptly
after receipt by an indemnified party hereunder of notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in
writing thereof, but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to such indemnified party other
than under this Section 8 and shall only relieve it from any liability
which it may have to such indemnified party under this Section 8 if and
to the extent the indemnifying party is materially prejudiced by such omission.
In case any such action shall be brought against any indemnified party and it
shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel reasonably
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 6 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided that if
the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
based upon written advice of its counsel that there may be reasonable defenses
available to it that are different from or additional to those available to the
indemnifying party or if the interests of the indemnified party reasonably may
be deemed to conflict with the interests of the indemnifying party, the
indemnified party shall have the right to select a separate counsel and to
assume such legal defenses and otherwise to participate in the defense of such
action, with the expenses and fees of such separate counsel and other expenses
related to such participation to be reimbursed by the indemnifying party as
incurred. 

Exhibit D - Form of Registration Rights Agreement


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          (d)      In
order to provide for just and equitable contribution to joint liability under
the Securities Act in any case in which either (i) any holder of Registrable
Securities exercising rights under this Agreement, or any controlling person of
any such holder, makes a claim for indemnification pursuant to this Section
8 but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this Section 8
provides for indemnification in such case, or (ii) contribution under the
Securities Act may be required on the part of any such selling holder or any
such controlling person in circumstances for which indemnification is provided
under this Section 8; then, and in each such case, the Company and such
holder will contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject (after contribution from others) in such proportion
so that such holder is responsible for the portion represented by the percentage
that the public offering price of its Registrable Securities offered by the
Registration statement bears to the public offering price of all securities
offered by such Registration statement, and the Company is responsible for the
remaining portion; provided, that, in any such case, (A) no such holder will be
required to contribute any amount in excess of the public offering price of all
such Registrable Securities offered by it pursuant to such Registration
statement and (B) no person or entity guilty of fraudulent misrepresentation
(within the meaning of Section 12(f) of the Securities Act) will be entitled to
contribution from any person or entity who was not guilty of such fraudulent
misrepresentation. 

     9.      Changes
in Capital Stock. If, and as often as, there is any change in the capital
stock of the Company by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof so that the rights and privileges granted hereby shall
continue as so changed. 

     10.      Representations
and Warranties of the Company. The Company represents and warrants to the
Investor as follows: 

          (a)      the
execution, delivery and performance of this Agreement by the Company have been
duly authorized by all requisite corporate action and will not violate any
provision of law, any order of any court or other agency of government, the
Certificate of Incorporation or Bylaws of the Company or any provision of any
indenture, agreement or other instrument to which it or any or its properties or
assets is bound, conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any such indenture, agreement
or other instrument or result in the creation or imposition of any lien, charge
or encumbrance of any nature whatsoever upon any of the properties or assets of
the Company or its subsidiaries; and 

Exhibit D - Form of Registration Rights Agreement


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         (b)     this
Agreement has been duly executed and delivered by the Company and constitutes
the legal, valid and binding obligation of the Company, enforceable in
accordance with its terms, subject to any applicable bankruptcy, insolvency or
other laws affecting the rights of creditors generally and to general equitable
principles and the availability of specific performance. 

     11.     Rule
144 Requirements. The Company agrees to: 

         (a)     make
and keep current public information about the Company available, as those terms
are understood and defined in Rule 144 under the Securities Act; 

         (b)     use
its commercially reasonable efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements); and 

         (c)     furnish
to any holder of Registrable Securities upon request (i) a written statement by
the Company as to its compliance with the reporting requirements of Rule 144 and
of the Securities Act and the Exchange Act (at any time after it has become
subject to such reporting requirements), (ii) a copy of the most recent annual
or quarterly report of the Company, and (iii) such other reports and documents
of the Company as such holder may reasonably request to avail itself of any
similar rule or regulation of the Commission allowing it to sell any such
securities without registration. 

     12.     Termination.
All of the Company’s obligations to register Registrable Shares under
Sections 3, 4, and 5 hereof shall terminate upon the date on which
the Investor holds no Registrable Securities or all of the Registrable
Securities are eligible for resale without volume or other restrictions pursuant
to Rule 144 under the Securities Act. 

     13.     Miscellaneous.


         (a)     All
covenants and agreements contained in this Agreement by or on behalf of any of
the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto (including without limitation
transferees of any Registrable Securities), whether so expressed or not. 

         (b)     Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by electronic mail; or (iii) one (1) Business Day after
deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be: 

Exhibit D - Form of Registration Rights Agreement


Page 10 





    If to the Company: 

Naked Brand Group, Inc. 
#2 34346
Manufacturers Way 
Abbotsford, BC Canada V2S 7MI 
Telephone: 604-855-4767

Email:
_____________________
          
Attention: President 


    If to the Investor: 

In accordance with the address on

the signature page of this Agreement 


or at such other address and/or to the attention of such other
person as the recipient party has specified by written notice given to each
other party three (3) Business 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, (B) electronically generated by the
sender's email containing the time, date, recipient or (C) provided by a
nationally recognized overnight delivery service, shall be rebuttable evidence
of personal service, receipt by facsimile or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or
(iii) above, respectively 

          (c)      This
Agreement shall be governed by and construed under the laws of the State of New
York, without giving effect to principles of conflicts of laws. The Company and
Investor (i) agree that any legal suit, action or proceeding arising out of or
relating to this Agreement shall be instituted exclusively in any federal or
state court located in New York County, New York, (ii) waive any objection which
the Company or Investor may have now or hereafter to the venue of any such suit,
action or proceeding, and (iii) irrevocably consent to the jurisdiction of any
federal or state court located in New York County, New York in any such suit,
action or proceeding. The Company and Investor further agree to accept and
acknowledge service of any and all process which may be served in any such suit,
action or proceeding in any federal or state court located in New York County,
New York and agree that service of process upon the Company or Investor mailed
by certified mail, return receipt requested, postage prepaid, to, in the case of
the Company, the Company’s address, and in the case of the Investor, to the
Investor’s address as set forth on the Company’s books and records, shall be
deemed in every respect effective service of process upon the Company, in any
such suit, action or proceeding. THE PARTIES HERETO AGREE TO WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.


          (d)      In
the event of a breach by the Company or by the Investor, of any of their
obligations under this Agreement, the Investor or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law and
under this Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. 

Exhibit D - Form of Registration Rights Agreement


Page 11 





The Company and the Investor agree that monetary damages would
not provide adequate compensation for any losses incurred by reason of a breach
by it of any of the provisions of this Agreement and hereby further agrees that,
in the event of any action for specific performance in respect of such breach,
it shall waive the defense that a remedy at law would be adequate. 

          (e)      This
Agreement may not be amended or modified without the written consent of the
Company and the Investor. 

          (f)      Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof. No waiver shall be effective unless and until it is in writing
and signed by the party granting the waiver. 

          (g)      This
Agreement may be executed in two or more counterparts (including by facsimile or
..pdf transmission) each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement, once
executed by a party, may be delivered to the other party hereto by facsimile
transmission of a copy of this Agreement bearing the signature of the party so
delivering this Agreement. 

          (h)      If
any provision of this Agreement shall be held to be illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability shall attach only
to such provision and shall not in any manner affect or render illegal, invalid
or unenforceable any other provision of this Agreement, and this Agreement shall
be carried out as if any such illegal, invalid or unenforceable provision were
not contained herein. 

          (i)      This
Agreement constitutes the entire agreement among the Company and the Investor
relative to the subject matter hereof and supersedes in its entirety any and all
prior agreements, understandings and discussions with respect thereto. 

          (j)      The
headings of the sections of this Agreement are for convenience and shall not by
themselves determine the interpretation of this Agreement. 

[Signature Page Follows] 

Exhibit D - Form of Registration Rights Agreement


Page 12 





Signature Page to the Registration Rights Agreement 

          IN WITNESS
WHEREOF, this Registration Rights Agreement has been executed by
Subscriber and by the Company on the respective dates set forth below. 

	Subscriber Signature(s): 	 	Print Names of Subscriber(s): 
	 	 	 
	 	 	 
	 	 	 
	Address of Subscriber(s): 	 	Facsimile number of Subscriber(s): 
	 	 	 
	 	 	 
	 	 	 


Dated____________________________,_________ , 2014 
Names
must conform to signature page of the Subscription Agreement. 


THE COMPANY: 

NAKED BRAND GROUP, INC. 


	By: 	 
		Name: 
		Title: 
	 	 
	Dated: ,	 _____________________,________ 2013
  



Exhibit D - Form of Registration Rights Agreement


Page 13