Naked Brand Group Inc.: Exhibit 10.7 - Filed by newsfilecorp.com






NOTE TERMINATION AGREEMENT 

This Note Termination Agreement (“Agreement”), dated June 5,
2014, is by and between Naked Brand Group Inc. (the “Borrower”) and JMJ
Financial (the “Lender”) (together, the “Parties”). 

WHEREAS, the Borrower and the Lender entered into a $500,000
Promissory Note dated November 13, 2013 (the “Note”) and the Lender paid
$100,000 of Consideration to the Borrower under the Note at closing; 

WHEREAS, in a letter dated November 13, 2013, the Borrower
directed its transfer agent, Standard Registrar & Transfer Company, Inc., to
irrevocably reserve 7.5 million shares of common stock of the Borrower for
issuance to the Lender upon full conversion of the Note in accordance with the
terms thereof (the “Share Reservation Letter”); and 

WHEREAS, the Lender wishes to convert a portion of the payment
made to the Borrower on November 13, 2013 into shares of common stock of the
Borrower, the Borrower wishes to repay the remainder of the Note in cash
following the conversion, the Borrower wishes to cancel the Share Reservation
Letter, and, following these actions, the Borrower and the Lender wish to
terminate the Note. 

NOW, THEREFORE, the parties agree as follows: 

1. Conversion. The Lender shall submit a conversion
notice to the Borrower on June 5, 2014, in the form attached as Exhibit A to
this Agreement, to convert $40,000 of the outstanding balance under the Note
into 330,000 duly and validly issued, fully paid and non-assessable shares of
common stock of the Borrower (the “Shares”). The Borrower agrees to process the
conversion notice and cause its transfer agent to deliver the Shares by
DWAC/FAST electronic delivery by June 10, 2014. 

2. Payoff. The Borrower shall repay the Lender the
remaining balance on the Note by June 10, 2014 by wire transfer of immediately
available funds in the amount of $175,000 (the “Payoff Amount”) to the bank
account set forth in Exhibit B to this Agreement. 

3. Termination and Mutual Release. Effective immediately
upon Lender’s receipt of both of the following (the “Termination Date”): (i) the
Shares; and (ii) the full Payoff Amount, then (A) the Share Reservation Letter
shall be cancelled and the shares reserved thereunder shall be released, (B) the
Note shall be cancelled and terminated with no remaining obligations by either
the Borrower or the Lender thereunder. 

4. Mutual Release. Effective immediately upon the
Termination Date, each Party, on its own behalf and on behalf of each of its
past and present officers, directors, shareholders, employees, agents,
representatives, affiliates, subsidiaries, divisions, predecessors, heirs,
successors and administrators, hereby releases and forever discharges the other
Party and each of its respective past and present affiliates, subsidiaries,
predecessors, successors, and assigns, and each of its respective past and
present members, shareholders, employees, agents, representatives, officers and
directors, of and from any and all demands, subpoenas, information requests,
obligations, actions, claims (for indemnification or otherwise), causes of
action, rights, debts, liabilities, damages, costs, losses, expenses and
compensation of any kind, liquidated or unliquidated, anticipated or
unanticipated, known or unknown, matured or unmatured, now or hereinafter
existing; provided, however, nothing contained herein shall relieve any party of
any of its obligations under this Agreement, or extinguish or modify any rights
that any party may have under this Agreement. 

* * * 




Please indicate acceptance and approval of this Agreement by
signing below: 

	Borrower: /s/ Joel
      Primus 	 	Lender: /s/ JMJ Financial 
	Joel Primus 	 	JMJ Financial 
	Naked Brand Group Inc. 	 	Its Principal 
	Chief Executive Officer 	 	  


 

 

 

 

[Note Termination Agreement Signature Page] 




EXHIBIT A 




EXHIBIT B 

WIRING INSTRUCTIONS 



Justin Keener d/b/a JMJ Financial 
Acct #:
5010-1605-3883 
Rout #: 026-009-593 
Bank of America