Naked Brand Group Inc. Exhibit10.1 - Filed by newsfilecorp.com






SUBSCRIBER:
_____________________________________________


 

NAKED BRAND GROUP, INC. 


SUBSCRIPTION AGREEMENT 


PLACEMENT AGENT 

NOBLE FINANCIAL CAPITAL MARKETS 




NAKED BRAND GROUP, INC. 


SUBSCRIPTION AGREEMENT 


     This Subscription Agreement (the
“Subscription Agreement”) is entered into by and between Naked Brand
Group, Inc., a Nevada Corporation (the “Company” or “Naked”), and
the Subscriber(s) whose name appears on the signature page to this Subscription
Agreement (the “Subscriber” and, together with other subscribers to the
Offering (as hereinafter defined), “Investors”). 

     This Subscription Agreement is
executed and delivered in connection with the offering (the “Offering”)
of up to 240 units (each, a “Unit”), at a subscription price of $25,000
per Unit, for gross Offering proceeds of up to $6,000,000. Each Unit shall
consist of (i) a convertible senior secured debenture in the principal amount of
$25,000 (the “Convertible Debenture”), and (b) a five-year warrant (the
“Warrant”) to purchase 166,667 shares of common stock (each, a
“Share”) of the Company, par value $0.001 per share, which Warrant
entitles the holder thereof to acquire an additional Share (the “Warrant
Shares”) at an exercise price of $0.15 per Warrant Share, subject to
adjustment. The Convertible Debentures, shares of common stock issuable upon
conversion of the Convertible Debentures (the “Debenture Shares”), the
Warrants and the Warrant Shares are collectively referred to as the
“Securities.” 

     The Units are being offered to
prospective Investors by the Company through Noble Financial Capital Markets
(the “Placement Agent” or “Noble”) as exclusive Placement Agent
for the Offering and by such other FINRA member selling agents as shall be
engaged by Noble. The terms of the Offering and the Securities are more fully
described in the Confidential Private Placement Memorandum dated May 2, 2014
(the “Memorandum”). The Company is offering the Units for sale on the
terms described in the Memorandum on a “best efforts all or none basis” for the
first 160 Units (the “Minimum Amount”) and a “best efforts” basis for the
remaining 80 Units (the “Maximum Amount”) (plus an over-allotment option
of 80 Units if the Maximum Amount is completed by the termination date) until
all of the Units are sold or the Offering is withdrawn or terminated, whichever
occurs first.

     All subscription proceeds,
including the purchase price for the Units being tendered by Subscriber
contemporaneous herewith, will be held in escrow by U.S. Bank, National
Association (the “Escrow Agent”) pursuant to an escrow agreement (the
“Escrow Agreement”) among the Company, the Placement Agent and the Escrow
Agent; and will be disbursed from escrow at one or more closings to be held from
time to time at the direction of the Company and the Placement Agent provided
that no Closing will occur until at least such time as the Escrow Agent has
gross proceeds of at least the Minimum Amount (including the face amount of
Bridge Notes issued by the Company being converted into the Offering). The
Escrow Agent has been appointed for administrative convenience in connection
with the remittance and delivery of subscription proceeds and related
documentation. Investors will not be a party to the Escrow Agreement and the
consent of Investors will not be required prior to disbursement of subscription
proceeds from escrow. 

     This Subscription Agreement, the
Qualified Investor Questionnaire (the “Questionnaire”) the form of the
Warrant, the form of Security Agreement (the “Security Agreement”) and
the form of Registration Rights Agreement (the “Registration Rights
Agreement”) are exhibits to the Memorandum and are collectively referred to
as the “Transaction Documents”). 

	A. 	
      General.



     1.      Subscriber
hereby subscribes for and agrees to purchase from the Company, and the Company
agrees to sell to Subscriber, the number of Units set forth on the signature
page hereof. 

     2.      Subscriber
herewith tenders to the Company the entire amount of the purchase price for
Units subscribed for by check made payable to the order of “U.S. Bank, National
Association, Escrow Agent for Naked Brand Group, Inc.,” or Subscriber has paid
the entire amount of the purchase price by wire transfer of immediately
available funds in accordance with wire transfer instructions furnished
below: 

U.S. Bank National Association 
ABA# 091000022BNF: U.S. Bank
Trust- TFMA/C: 180121167365 
ATTN: TFM- Daryl Hosch 
Ref: 209028000- Naked
Brand Group 

Page 2 




NAKED BRAND GROUP, INC. 

     3.      Subscriber
herewith delivers to the Company a completed and signed Subscription Agreement
(including a counterpart signature page to the Registration Rights Agreement and
Security Agreement) and a completed and signed Questionnaire for the purchase of
the Units. 

     The purchase price for the Units
submitted to the Escrow Agent will be held for the Subscriber’s benefit.
Subscriber will not become a holder of Convertible Debentures and Warrants until
such time as Subscriber’s subscription is accepted by the Company and a Closing
of the purchase and sale of the Units being subscribed for by Subscriber takes
place. Until such time as Subscribers subscription is accepted or rejected, as
the case may be, this subscription shall be irrevocable, except as provided
below and Subscriber will not have access to his, her or its subscription
funds.

	B. 	
      Securities offered have not been registered under the
      Securities Act of 1933, as amended



     Subscriber acknowledges that (i)
the Securities have not been registered under the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder (the
“Securities Act”), or the securities laws of any state; (ii) absent
registration, any resale or other transfer of any of the Securities must be made
in compliance with the Securities Act; (iii) the Securities are being offered
for sale in reliance upon exemptions from registration contained in the
Securities Act and applicable state securities laws; and (iv) the Company’s
reliance upon such exemption is based in part upon Subscriber’s representations,
warranties and agreements contained in this Subscription Agreement and in the
Questionnaire that Subscriber is delivering to the Company. 

	C. 	
      Security



     In accordance with the terms and
the conditions of the Security Agreement, the Company agrees to secure repayment
of the loan amount under the Convertible Debentures, all accrued and unpaid
interest thereon and all other payments due thereunder, as well as all of the
Company’s obligations thereunder by creating a Security Agreement for the
benefit of all Investors. From time to time, Investor may demand, and the
Company shall execute, such additional documents as may be reasonably necessary
to maintain the security. 

	D. 	
      Representations, Warranties, Acknowledgements and
      Agreements



     1.      In
order to induce the Company to accept this Subscription Agreement, Subscriber
represents and warrants to, and acknowledges and covenants with, the Company as
follows: 

          a.      Subscriber
understands that (i) this Subscription Agreement may be accepted or rejected in
whole or in part by the Company in its sole and absolute discretion, and (ii)
this Subscription Agreement shall survive Subscriber’s death, disability or
insolvency, except that Subscriber shall have no obligation in the event that
this Subscription Agreement is rejected by the Company. In the event that the
Company does not accept Subscriber’s subscription, or if the Offering is
terminated for any reason, Subscriber’s subscription payment (or portion
thereof, as the case may be) will be returned to Subscriber without interest
thereon or deduction therefrom. 

          b.      Subscriber
has carefully read the Memorandum and the exhibits thereto, including various
filings by the Company with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, attached as exhibits to the
Memorandum (the “SEC Documents,” and together with the Memorandum and the
Transaction Documents, collectively, the “Offering Materials”).
Subscriber has been advised to discuss with his, her, or its counsel the
representations, warranties and agreements which Subscriber is making by signing
this Subscription Agreement, the applicable limitations upon Subscriber’s resale
of the Securities, and the investment, tax and legal consequences of this
Subscription Agreement. No oral or written representations have been made and no
oral or written information has been furnished to the Subscriber or Subscriber’s
advisor(s) in connection herewith that were in any way inconsistent with the
information set forth in the Offering Materials and Subscriber disclaims
reliance on any statements made or information provided by the Company, the
Placement Agent or any of their respective employees, counsel or agents or any
other person or entity in the course of Subscriber’s consideration of an
investment in the Units other than those set forth in the Offering Materials.


Page 3 




NAKED BRAND GROUP, INC. 

          c.      Subscriber
understands that no federal or state agency has made any finding or
determination regarding the fairness of the Offering, or any recommendation or
endorsement of the Securities, the terms of this Offering or the adequacy of the
Offering Materials. 

          d.      Subscriber
is purchasing the Units for Subscriber’s own account, with the intention of
holding the Units for investment purposes, with no present intention of dividing
or allowing others to participate in this investment or of reselling or
otherwise participating, directly or indirectly, in a distribution of the
Securities; and Subscriber agrees not to make any sale, transfer or other
disposition of any of the Securities without registration under the Securities
Act and applicable state and provincial securities laws unless counsel
acceptable to the Company is of the opinion that such registration is not
required. Subscriber is not acquiring the Securities, or any interest therein,
on behalf of another person and Subscriber, if an entity, was not formed for the
purpose of purchasing the Units. 

          e.     
Subscriber’s overall commitment to investments which are not readily marketable
is not disproportionate to Subscriber’s net worth, and Subscriber’s investment
in the Units will not cause such overall commitment to become excessive. 

          f.      Subscriber,
if an individual, has adequate means of providing for his or her current needs
and personal and family contingencies and has no need for liquidity in his or
her investment in the Units. 

          g.      Subscriber
is an “accredited investor” as that term is defined in Rule 501(a) under
Regulation D promulgated by the SEC under the Securities Act. In addition,
Subscriber is an “accredited investor” as defined by National Instrument 45-106
– Prospectus and Registration Exemptions adopted by the Canadian
Securities Administrators. Subscriber is financially able to bear the economic
risk of this investment, including the ability to hold the Securities for an
indefinite period and can afford to sustain a complete loss of this investment.


          h.      The
address shown on the signature page to this Subscription Agreement is
Subscriber’s principal residence if he or she is an individual, or its principal
business address if a corporation or other entity. 

     
     i.      Subscriber,
together with any offeree representatives of Subscriber (as identified in the
Questionnaire) has such knowledge and experience in financial business matters
as to be capable of evaluating the merits and risks of an investment in the
Securities. Subscriber acknowledges that the Offering Materials may not contain
all information that is necessary to make an investment decision with respect to
the Company and the Units and that Subscriber must rely on his, her or its own
examination of the Company and the terms and conditions of the Offering prior to
making any investment decision with respect to the Units. 

   
       j.      Subscriber
has been given the opportunity to ask questions of and receive answers from the
Company and its executive officers concerning the business and operations of the
Company and the terms, provisions, and conditions of the Offering and to obtain
any such additional publicly available information that Subscriber deems
necessary or advisable to verify the accuracy of the information contained in
the Offering Materials, or such other information as Subscriber desired in order
to evaluate an investment in the Company; and Subscriber availed himself,
herself or itself of such opportunity to the extent considered appropriate in
order to evaluate the merits and risks of the proposed investment.

          k.     
Subscriber has made an independent evaluation of the merits of the investment
and acknowledges the highly speculative nature of an investment in the Units
including, without limitation, the information under “Risk Factors” in the
Memorandum. 

     
     l.      The
information provided by Subscriber in the Questionnaire is true, complete and
accurate and Subscriber has duly executed and delivered such Questionnaire and
any applicable exhibits thereto.

Page 4 




NAKED BRAND GROUP, INC. 

          m.      Subscriber
has taken no action that would give rise to any claim by any person for
brokerage commissions, finders’ fees or the like relating to this Subscription
Agreement or the transactions contemplated hereby (other than commissions to be
paid by the Company to the Placement Agent or as otherwise described in the
Offering Materials). 

          n.      Subscriber
understands that the Securities will bear a legend substantially similar to the
legend set forth immediately below until (i) such Securities shall have been
registered under the Securities Act and effectively disposed of in accordance
with a registration statement, or (ii) in the opinion of counsel reasonably
satisfactory to the Company such securities may be sold without registration
under the Securities Act: 


	“These securities have not been registered under the
      Securities Act of 1933, as amended (the “Securities Act”), or the “blue
        sky” or securities laws of any state and may not be offered, sold, pledged,
          hypothecated, assigned or transferred except (i) pursuant to a
            registration statement under the Securities Act which has become effective and
              is current with respect to these securities, or (ii) pursuant to a
                specific exemption from registration under the Securities Act but only upon a
                  holder thereof first having obtained the written opinion of counsel
                    reasonably satisfactory to the Company, that the proposed disposition is
                      consistent with all applicable provisions of the Securities Act as well as
      any applicable “blue sky” or similar securities laws.”    



If the Subscriber is resident in Canada, the Securities will
bear the additional legend set forth immediately below: 


	“The holder of the securities represented hereby
      must not trade the securities in or from a jurisdiction of Canada unless
        the conditions in Section 13 of Multilateral Instrument 51-105 issuers
      quoted in the U.S. over the counter markets are met.”    



          o.      Subscriber,
if an individual, is at least 21 years of age. 

          p.      If
at any time prior to issuance of the Securities to Subscriber, any
representation or warranty of Subscriber shall no longer be true, complete and
accurate, Subscriber promptly shall give written notice thereof to the Company
providing full details. 

          q.      The
Subscriber represents that the amounts invested by it in the Company in the
Offering were not and are not directly or indirectly derived from activities
that contravene federal, state or international laws and regulations, including
anti-money laundering laws and regulations. Federal regulations and Executive
Orders administered by OFAC prohibit, among other things, the engagement in
transactions with, and the provision of services to, certain foreign countries,
territories, entities and individuals. The lists of OFAC prohibited countries,
territories, persons and entities can be found on the OFAC website at
<http://www.treas.gov/ofac>. In addition, the programs administered by
OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities
in certain countries regardless of whether such individuals or entities appear
on the OFAC lists.

          r.      Notwithstanding
the place where this Subscription Agreement may be executed by any of the
parties hereto, all of the terms, provisions, and conditions hereof shall be
construed in accordance with and governed by the laws of the State of New York,
without giving effect to its conflict of laws principles. Any dispute arising
out of or in connection with the interpretation or enforcement of this
Subscription Agreement, the other Offering Materials or Subscriber’s purchase of
the Units, shall be exclusively adjudicated before a federal or state court
located in New York, New York and the parties hereto exclusively submit to the
exclusive jurisdiction and venue of the federal and state courts in New York,
New York with respect to any action or legal proceeding commenced by any party,
and irrevocably waive any objection they now or hereafter may have respecting
the venue of any action or proceeding brought in such a court or respecting the
fact that such court is an inconvenient forum and Subscriber consents to the
service of process in any such action or legal proceeding by means of registered
or certified mail, return receipt requested, in care of the address set forth
below or such other address as Subscriber shall furnish in writing to the
Company. 

Page 5 




NAKED BRAND GROUP, INC. 

          s.      Subscriber
hereby irrevocably waives trial by jury in any action or proceeding involving,
directly or indirectly, any matter (whether sounding in tort, contract, fraud or
otherwise) in any way arising out of or in connection with the interpretation or
enforcement of this Subscription Agreement, the other Offering Materials or
Subscriber’s purchase of the Units. 

          t.      Subscriber
acknowledges that he, she or it understands the meaning and legal consequences
of the representations, warranties and acknowledgments contained in this
Subscription Agreement and in the Questionnaire, and hereby agrees to indemnify
and hold harmless the Company, and each of its stockholders, officers,
directors, affiliates, controlling persons, agents and representatives, from and
against any and all loss, damage, expense, claim, action, suit or proceeding
(including the reasonable fees and expenses of legal counsel) as incurred
arising out of or in any manner whatsoever connected with (i) a breach of any
representation or warranty of Subscriber contained in this Subscription
Agreement or in the Questionnaire (ii) any sale or distribution by Subscriber in
violation of the Securities Act or any applicable state and foreign securities
laws or (iii) any untrue statement of a material fact made by Subscriber and
contained herein or in the Questionnaire, or omission to state herein or in the
Questionnaire, a material fact necessary in order to make the statements
contained herein or in the Questionnaire, in light of the circumstances under
which they were made, not misleading. Subscriber acknowledges that such damage
could be substantial since (a) the Securities are being offered without
registration under the Securities Act in reliance upon the exemption pursuant to
Section 4(a)(2) and/or Regulation D of the Securities Act for transactions by an
issuer not involving a public offering and, in various states, pursuant to
exemptions from registration, (b) the availability of such exemptions is, in
part, dependent upon the truthfulness and accuracy of the representations made
by Subscriber herein and in its Questionnaire, and (c) the Company will rely on
such representations in accepting Subscriber’s Subscription Agreement. 

          u.      Subscriber
is not subscribing for the Units as a result of or subsequent to any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, any
seminar or meeting, or any solicitation of a subscription by a person not
previously known to Subscriber in connection with investments in securities
generally. 

          v.      Subscriber
is not affiliated directly or indirectly with a member broker-dealer firm of the
Financial Industry Regulatory Authority (“FINRA”) as an employee,
officer, director, partner or shareholder or as a relative or member of the same
household of an employee, director, partner or shareholder of a FINRA member
broker-dealer firm, except as otherwise described on a separate sheet of paper
submitted by Subscriber to the Company along with and as part of this completed
Subscription Agreement. 

          w.      Subscriber
represents that he, she or it has full power and authority (corporate, statutory
or otherwise) to execute and deliver this Subscription Agreement, the other
Transaction Documents and to purchase the Units. The execution, delivery and
performance of this Subscription Agreement and the other Transaction Documents
will not: (i) violate, conflict with or result in a default under any provision
of the Certificate or By-Laws (or analogous organizational documents), if any,
of Subscriber; or (ii) violate or result in a violation of, or constitute a
default (whether after the giving of notice, lapse of time or both) under, any
provision of any law, regulation or rule, or any order of, or any restriction
imposed by any court or other governmental agency applicable to Subscriber. This
Subscription Agreement and other Transaction Documents constitute the legal,
valid and binding obligation of Subscriber, enforceable against Subscriber in
accordance with their respective terms except to the extent that enforceability
may be limited by applicable bankruptcy, insolvency or similar laws affecting
the enforcement of creditors’ rights generally and subject to general principles
of equity (regardless of whether such enforcement is considered in a proceeding
at law or at equity). 

     
     x.      Subscriber
acknowledges and agrees that any subsequent trade in any of the Securities in or
from any province or territory of Canada will be a distribution subject to the
prospectus requirements of applicable provincial securities laws unless certain
conditions are met, which conditions include, among others, a requirement that
any certificate representing the any of the Securities (or ownership statement
issued under a direct registration system or other book entry system) bear the
restrictive legend specified in Multilateral Instrument 51-105 or National
Instrument 45-102, as applicable (the “51-105 Legend”). As Subscriber is
not a resident of Canada, Subscriber undertakes not to trade or resell any of
the Securities in or from Canada unless the trade or resale is made in
accordance with Multilateral Instrument 51-105 or National Instrument 45-102, as
applicable, and Subscriber understands and agrees that the Company and others
will rely upon the truth and accuracy of these representations and warranties
made in this Agreement and agrees that if such representations and warranties
are no longer accurate or have been breached, Subscriber shall immediately
notify the Company. By executing and delivering this Agreement and as a
consequence of the representations and warranties made by Subscriber in this
Agreement, Subscriber directs the Company not to include the 51-105 Legend on
any certificates representing any of the Securities to be issued to Subscriber
and, as a consequence, Subscriber will not be able to rely on the resale
provisions of MI 51-105 or National Instrument 45-102, and any subsequent trade
in any of the Securities in or from any jurisdiction of Canada will be a
distribution subject to the prospectus requirements of applicable Canadian
securities laws. If Subscriber wishes to trade or resell any of the Securities
in or from any jurisdiction of Canada, Subscriber agrees and undertakes to
return, prior to any such trade or resale, any certificate representing any of
the Securities to the Company’s transfer agent to have the 51-105 Legend
imprinted on such certificate or to instruct the Company’s transfer agent to
include the 51-105 Legend on any ownership statement issued under a direct
registration system or other book entry system. 

Page 6 




NAKED BRAND GROUP, INC. 

     2.      In
order to induce Subscriber to execute and deliver this Subscription Agreement,
the Company represents and warrants to, and covenants with, Subscriber as
follows: 

          a.      Subsidiaries.
The Company’s Subsidiaries as of the date hereof are set forth in the SEC
Documents. The Company owns, directly or indirectly, 100% of each Subsidiary and
such ownership interest is, other than set out in the Security Agreement, free
and clear of any liens, and all of the issued and outstanding shares of capital
stock of each Subsidiary are validly issued, fully paid and non-assessable and
free of preemptive and similar rights to purchase securities. Neither the
Company nor the Subsidiaries are subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any shares of the
capital stock of any Subsidiary or any convertible securities, rights, warrants
or options of the type described in the preceding sentence. Neither the Company
nor any Subsidiary is party to, nor has any knowledge of, any agreement
restricting the voting or transfer of any shares of the capital stock of any
Subsidiary. 

          b.      Organization
and Qualification. Each of the Company and each Subsidiary is an entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization, and has the requisite power
and authority to own and use its properties and assets and to carry on its
business as currently conducted and contemplated to be conducted. Each of the
Company and each Subsidiary is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which
the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, would not have or reasonably be expected to result
in a material adverse effect on the business, condition (financial or
otherwise), operations, prospects or property of the Company or a Subsidiary,
taken as a whole (“Material Adverse Effect”), and no proceeding has been
initiated in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.

          c.      Authorization;
Enforcement. The Company has the requisite corporate power and authority to
enter into and to consummate the transactions contemplated by each of the
Transaction Documents and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of each of the Transaction Documents by
the Company and the consummation by it of the transactions contemplated hereby
and thereby have been duly authorized by all necessary action on the part of the
Company and no further action is required by the Company, the board of directors or the Company’s stockholders
in connection therewith, other than in connection with the Required Approvals
(as defined herein). Each Transaction Document to which it is a party has been
(or upon delivery will have been) duly executed by the Company and, when
delivered in accordance with the terms hereof and thereof, will constitute the
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except: (i) as may be limited by general equitable
principles and applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors’ rights
generally and (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies. 

          d.      No
  Conflicts. The execution, delivery and performance by the Company of the
  Transaction Documents, the issuance and sale of the Securities and the
  consummation by it of the transactions contemplated hereby and thereby to which
  it is a party do not and will not: (i) conflict with or violate any provision of
  the Company’s or any Subsidiary’s certificate or articles of incorporation,
  bylaws or other organizational or charter documents, (ii) conflict with, or
  constitute a default (or an event that with notice or lapse of time or both
  would become a default) under, result in the creation of any lien upon any of
  the properties or assets of the Company or any Subsidiary, or give to others any
  rights of termination, amendment, acceleration or cancellation (with or without
  notice, lapse of time or both) of, any agreement, credit facility, debt or other
  instrument (evidencing a Company or Subsidiary debt or otherwise) or other
  understanding to which the Company or the Subsidiary is a party or by which any
  property or asset of the Company or the Subsidiary is bound or affected, or
  (iii) subject to the Required Approvals (as defined below), 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
  Company or a Subsidiary is subject (including federal and state securities laws
  and regulations), or by which any property or asset of the Company or a
  Subsidiary is bound or affected; except in the case of each of clauses (ii) and
  (iii), such as could not have or reasonably be expected to result in a Material
Adverse Effect. 

Page 7 




NAKED BRAND GROUP, INC. 

          e.      Filings,
Consents and Approvals. Neither the Company nor any Subsidiary is required
to obtain any consent, waiver, authorization or order of, give any notice to, or
make any filing or registration with, any court or other federal, state, local
or other governmental authority or other person in connection with the
execution, delivery and performance by the Company of the Transaction Documents,
other than the filing of a Current Report on Form 8-K and a Form D with the
Securities and Exchange Commission (the “Commission”) and such filings as
are required to be made under applicable state and foreign securities laws (the
“Required Approvals”). 

          f.      Issuance
of the Securities. Each of the Convertible Debenture and the Warrant are
duly authorized and, when issued and paid for in accordance with the terms of
the applicable Transaction Documents, will be duly and validly issued, fully
paid and non-assessable, and free and clear of all liens other than restrictions
on transfer provided for in the Transaction Documents. The Debenture Shares,
upon the conversion of the Convertible Debenture, subject to stockholder
approval of an increase in the Company’s authorized capitalization, to the
extent necessary, duly authorized and, when issued and paid for in accordance
with the terms of the applicable Transaction Documents, will be duly and validly
issued, fully paid and non-assessable, and free and clear of all liens other
than restrictions provided for in the Transaction Documents. The Warrant Shares
issuable upon exercise of the Warrant, subject to stockholder approval of an
increase in the Company’s authorized capitalization, to the extent necessary,
have been duly authorized and, when issued and paid for in accordance with the
applicable Transaction Documents, will be duly and validly issued, fully paid
and non-assessable, free and clear of all liens other than restrictions on
transfer provided for in the Transaction Documents. Subject to stockholder
approval of an increase in the Company’s authorized capitalization, to the
extent necessary, the Company has reserved from its duly authorized capital
stock, such number of securities for issuance upon conversion or exercise of the
Note and Warrant, as applicable. 

          g.      Capitalization;
Additional Issuances. All of the issued and outstanding securities of the
Company as of the date hereof are as set forth in the SEC Documents. Except as
set forth in the SEC Documents, as of the date hereof, there are no outstanding
agreements or preemptive or similar rights affecting the issuance of the
Convertible Debentures and no outstanding rights, warrants or options to
acquire, or instruments convertible into or exchangeable for, or agreements or
understandings with respect to the sale or issuance of, the Convertible
Debentures. The exercise price of any of the Company’s outstanding warrants and
options are set forth in the SEC Documents. 

          h.      Litigation.
Except as set forth in Schedule 2(h) , there are no actions or proceedings
pending or, to the knowledge of the Company, threatened by or against Company or
any of its Subsidiaries involving more than, individually or in the aggregate,
Fifty Thousand Dollars ($50,000). There is no action, suit, inquiry, notice of
violation, proceeding or investigation pending or, to the knowledge of the
Company, threatened against or affecting the Company before or by any court,
arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or the UCC Pledge or the
issuance of the Securities or (ii) could, if there were an unfavorable decision,
have or reasonably be expected to result in a Material Adverse Effect. Neither
the Company nor any director or officer thereof, is or has been the subject of
any Action involving a claim of violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty. There has not been, and
to the knowledge of the Company, there is not pending or contemplated, any
investigation by the Commission involving the Company or any current or former
director or officer of the Company.

Page 8 




NAKED BRAND GROUP, INC. 

          i.      Regulatory
Permits. Each of the Company and each Subsidiary possess all certificates,
authorizations and permits issued by the appropriate federal, state, local or
foreign regulatory authorities necessary to conduct their respective businesses
as currently conducted or as contemplated to be conducted, except where the
failure to possess such permits could not reasonably be expected to result in a
Material Adverse Effect (“Material Permits”), and neither the Company nor any
Subsidiary has received any notice of proceedings relating to the revocation or
modification of any Material Permit. 

          j.      SEC
Reports; Financial Statements. The Company has filed all reports required to
be filed by it under the Securities Act and the Exchange Act, including pursuant
to Section 13(a) or 15(d) thereof, for the twelve months preceding the date
hereof (the foregoing materials being collectively referenced to as the “SEC
Reports”) on a timely basis or has timely filed a valid extension of such time
of filing and has filed any such SEC Reports prior to the expiration of any such
extension. As of their respective dates, the SEC Reports complied in all
material respects with the requirements of the Securities Act and the Exchange
Act and the rules and regulations of the Commission promulgated thereunder, and
none of the SEC Reports, when filed, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Reports comply in all material
respects with the rules and regulations of the Commission with respect thereto
as in effect at the time of filing. Such financial statements have been prepared
in accordance with U.S. GAAP, 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 U.S. GAAP, and fairly
present in all material respects the financial position of the Company as of and
for the dates thereof and the results of operations and cash flows for the
periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments. 

          k.      Private
Placement. Assuming the accuracy of the Investors’ representations and
warranties set forth herein, no registration under the Securities Act is
required for the offer and sale of the Securities by the Company to the
Investors as contemplated hereby. 

          l.      No
General Solicitation. Neither the Company nor any person acting on behalf of
the Company has offered or sold any of the Securities by any form of general
solicitation or general advertising. The Company has offered the Securities for
sale only to Investors. 

         m.      Acknowledgment
Regarding the Investors’ Purchase of Securities. The Company acknowledges
and agrees that each Investor is acting solely in the capacity of an arm’s
length Investor with respect to the Transaction Documents and the transactions
contemplated thereby. The Company further acknowledges that no Investor is
acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions
contemplated thereby and any advice given by any Investor or any of its
representatives or agents in connection with the Transaction Documents and the
transactions contemplated thereby is merely incidental to such Investor’s
purchase of the Securities. The Company further represents to each Investor that
the Company’s decision to enter into this Agreement has been based solely on the
independent evaluation of the transactions contemplated hereby by the Company
and its representatives. 

          n.      Compliance.
Neither the Company nor any Subsidiary: (i) is in violation of any order of any
court, arbitrator or governmental body or (ii) is or has been in violation of
any statute, rule or regulation of any governmental authority, including without
limitation all foreign, federal, state and local laws applicable to its
business, except in each case as could not have or reasonably be expected to
result in a Material Adverse Effect. 

          o.      Title
to Assets. The Company and each Subsidiary have good and marketable title in
all personal property owned by them that is material to the business of the
Company and each Subsidiary, in each case, free and clear of all liens, except
for liens previously granted by the Company, and listed on Schedule 2(o), liens
that do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the
Company and each Subsidiary and liens for the payment of federal, state, foreign
or other taxes, the payment of which is neither delinquent nor subject to
penalties (“Permitted Liens”). Any real property and facilities held under lease
by the Company and each Subsidiary are held by them under valid, subsisting and
enforceable leases with which the Company and each Subsidiary are in
compliance.

Page 9 




NAKED BRAND GROUP, INC. 

          p.      Intellectual
Property. The Company and each Subsidiary exclusively own all right, title
and interest in, or possesses adequate and enforceable rights to use, all
patents, patent applications, trademarks, trade names, service marks, internet
domain names, together with the goodwill associated therewith, copyrights,
rights, licenses, franchises, trade secrets, confidential information,
processes, formulations, software and source and object codes (collectively, the
“Intangibles”) necessary for the conduct of their businesses. To the best
of the knowledge of the Company and the Subsidiary, neither the Company nor any
Subsidiary has infringed upon the rights of others with respect to the
Intangibles and neither the Company nor any Subsidiary have received notice that
they have or may have infringed or are infringing upon the rights of others with
respect to the Intangibles, or any notice of conflict with the asserted rights
of others with respect to the Intangibles that could, individually or in the
aggregate, or could reasonably be expected to have, have a Material Adverse
Effect. “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. 

          q.      Insurance.
The Company and each Subsidiary is insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as management
of the Company believes to be prudent and customary in the businesses in which
the Company and each Subsidiary are engaged. Neither the Company nor any
Subsidiary has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not have a Material Adverse Effect. 

          r.      Transactions
With Affiliates and Employees. Except as may be described in the SEC
Documents, none of the officers or directors of the Company and, to the
knowledge of the Company, none of the employees of the Company, is presently a
party to any transaction with the Company or any Subsidiary (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Company, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner, in each case in excess of $10,000, other than for: (i) payment of
salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred in the ordinary course of business on behalf of the Company and (iii)
other employee benefits, including stock option agreements, under any stock
option plan of the Company. 

          s.      Certain
Fees. Other than the cash placement fee and warrants issuable to Noble and
certain selected dealers in connection with the Offering, no brokerage or
finder’s fees or commissions are or will be payable by the Company to any
broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other person with respect to the transactions contemplated by
the Transaction Documents. Investor shall have no obligation with respect to any
fees or with respect to any claims made by or on behalf of other persons for
fees of a type contemplated in this Section that may be due in connection with
the transactions contemplated by the Transaction Documents. 

          t.      Investment
Company. The Company is not, and is not an affiliate of, and immediately
after receipt of payment for the Securities, will not be or be an affiliate of,
an “investment company” within the meaning of the Investment Company Act of
1940, as amended. 

          u.      Tax
Returns. Except for matters that would not, individually or in the
aggregate, have or reasonably be expected to result in a Material Adverse
Effect, the Company and each Subsidiary have filed all necessary federal, state
and foreign income and franchise tax returns and has paid or accrued all taxes
shown as due thereon, and the Company has no knowledge of a tax deficiency which
has been asserted or threatened against the Company or any Subsidiary. 

          v.      Foreign
Corrupt Practices. None of the Company, any Subsidiary or, to the knowledge
of the Company, any agent or other person acting on behalf of the Company or any
Subsidiary, has: (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to
foreign or domestic political activity, (ii) made any unlawful payment to
foreign or domestic government officials or employees or to any foreign or
domestic political parties or campaigns from corporate funds, (iii) failed to
disclose fully any contribution made by the Company (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law
or (iv) violated in any material respect any provision of the Foreign Corrupt
Practices Act of 1977, as amended. 

Page 10 




NAKED BRAND GROUP, INC. 

          w.      No
Disagreements with Accountants or Lawyers. There are no disagreements of any
kind presently existing, or reasonably anticipated by the Company to arise,
between the Company and the accountants and lawyers formerly or presently
employed by the Company which could affect the Company’s ability to perform any
of its obligations under any of the Transaction Documents. 

          x.      Indebtedness.
Except as disclosed in schedule 2(x), neither the Company nor any Subsidiary is
in default with respect to, or liable under (x) any liabilities for borrowed
money or amounts owed in excess of $100,000 (other than trade accounts payable
incurred in the ordinary course of business), or (y) any guaranties,
endorsements and other contingent obligations in respect of indebtedness of
others, whether or not the same are or should be reflected in the Company’s
balance sheet (or the notes thereto). 

          y.      Internal
Controls. Except as disclosed in the SEC Documents, the Company is in
compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently
applicable to the Company. The Company and each Subsidiary maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with U.S. GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance
with management's general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The
Company has established disclosure controls and procedures (as defined in the
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such
disclosure controls and procedures to ensure that material information relating
to the Company, including the Subsidiaries, is made known to the certifying
officers by others within those entities, particularly during the period in
which the Company’s most recently filed periodic report under the Exchange Act,
as the case may be, is being prepared. The Company's certifying officers have
evaluated the effectiveness of the Company's controls and procedures as of the
end of the period covered by the most recently filed periodic report under the
Exchange Act (such date, the “Evaluation Date”). The Company presented in its
most recently filed periodic report under the Exchange Act the conclusions of
the certifying officers about the effectiveness of the disclosure controls and
procedures based on their evaluations as of the Evaluation Date. Since the
Evaluation Date, there have been no significant changes in the Company's
internal controls (as such term is defined in Item 308 of Regulation S-K) or, to
the Company's knowledge, in other factors that could significantly affect the
Company's internal controls. The Company maintains and will continue to maintain
a standard system of accounting established and administered in accordance with
U.S. GAAP and the applicable requirements of the Exchange Act. 

          z.      OFAC.
None of the Company, any Subsidiary or, to the knowledge of the Company, any
director, officer, agent, employee or Affiliate of the Company is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”); and the Company will
not, directly or indirectly, use the proceeds of the offering, or lend,
contribute or otherwise make available such proceeds to any Subsidiary, joint
venture partner or other person, for the purpose of financing the activities of
any person currently subject to any U.S. sanctions administered by OFAC. 

          aa.      Full
Disclosure. All of the disclosure furnished by or on behalf of the Company
to the Investors regarding the Company, its business and the transactions
contemplated hereby is true and correct and does not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in light of the circumstances under
which they were made, not misleading. 

	E. 	
      Registration Rights



     Naked has agreed that, within
sixty (60) days following the final Closing of the Offering, it will file a
registration statement under the Securities Act to register the resale of the
Debenture Shares and Warrant Shares issued in the Offering, thereafter, it shall
use its reasonable commercial efforts to cause the registration statement to be
declared effective by the SEC within one hundred and fifty (150) days of the
date of such final Closing. Execution by the Subscriber of the Registration
Rights Agreement Counterpart Signature Page included as part of this
Subscription.

Page 11 




NAKED BRAND GROUP, INC. 

Agreement shall constitute execution of the Registration Rights
Agreement, the form of which is attached as Exhibit E to the Memorandum.


	F. 	
      Appointment of Collateral Agent; Indemnification of
      Collateral Agent.



          a.      Appointment
of Collateral Agent. Each Investor hereby appoints, authorizes and empowers
CSD Holdings, LLC (the “Collateral Agent”) to act as the collateral agent
and as representative, attorney-in-fact and agent, with full power of
substitution, to act in the name, place and stead of each of Investor, to take
all actions necessary or appropriate in its judgment for the accomplishment of
the terms of any of the Transaction Documents, and to act on behalf of each
Investor and to do or refrain from doing all such further acts and things, to
make all decisions and determinations, and to execute, deliver and receive all
such documents, as it shall deem necessary or appropriate in conjunction with
any of the transactions contemplated by the Transaction Documents. This
appointment may be terminated, and such termination shall be effective, upon the
earlier of the Collateral Agent’s resignation as collateral agent and the
written consent of the holders of a majority-in-interest of the Convertible
Debentures. 

          b.      Limitation
of Liability; Indemnification. In addition to any and all protections and
rights that may be granted hereunder to the Collateral Agent as collateral
agent, to the maximum extent permissible by law, the Collateral Agent will incur
no liability with respect to any action or inaction taken or failed to be taken
in connection with its services as the collateral agent, except its own willful
misconduct or gross negligence. In all questions arising under any of the
Transaction Documents, the Collateral Agent may rely on the advice of counsel of
its choosing, and the Collateral Agent will not be liable to any party to any of
the Transaction Documents or any other person or party for anything done,
omitted or suffered in good faith by it in its capacity as the collateral agent
based on such advice. Each of the Investors (a) agrees, jointly and severally,
to indemnify, defend and save harmless the Collateral Agent from and against any
and all loss, liability or expense (including the reasonable fees and expenses
of outside counsel and experts and their staffs and all expense of document
location, duplication and shipment) arising out of or in connection with the
Collateral Agent’s execution and performance of its duties as collateral agent
under any of the Transaction Documents (a “Collateral Agent Expense”),
except to the extent that such Collateral Agent Expense is finally adjudicated
to have been primarily caused by the gross negligence or willful misconduct of
the Collateral Agent, in its capacity as collateral agent, and (b) acknowledges
and agrees that the foregoing indemnities shall survive the Collateral Agent’s
resignation as the collateral agent or the termination of any of the Transaction
Documents. In no event shall the Collateral Agent, in its capacity as the
collateral agent, be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even
if the Collateral Agent has been advised of the likelihood of such loss or
damage and regardless of the form of action. 

          c.      Related
Party. Each Investor acknowledges and agrees that (i) the Collateral Agents
and its present or former members, employees, officers, managers,
representatives and affiliates and the immediate family members of any of the
foregoing persons are or may become in the future a party to or a beneficiary of
a contract with the Company or have or may have in the future an interest in any
property used or held for use by the Company or take actions that may conflict
with the interest of the Investors (the “Affiliate Activities”), (ii) the
Collateral Agent is not under any duty to disclose to any of the Investors or
use on behalf of any of the Investors any information whatsoever about or
derived from the Affiliate Activities or to account for any revenue or profits
obtained in connection with the Affiliate Activities as a result of acting as an
agent (or in any other capacity) hereunder and under any of the transaction
agreements related to the Offering, and (iii) the Collateral Agent is not
required to restrict any of its activities as a result of acting as an agent (or
in any other capacity) hereunder and under any of the transaction agreements
related to the Offering and that it may undertake any activities without further
consultation with or notification to any of the Investors.

	G. 	
      Notice Provisions



     Any and all notices, demands or
requests required or permitted to be given under this Subscription Agreement
shall be given in writing and sent, by certified U.S. mail, return receipt
requested, by facsimile electronic mail, by hand, or by overnight courier,
addressed to the parties hereto at their addresses set forth above or such other
addresses as they may from time-to-time designate by written notice, given in
accordance with the terms of this Section G, together with copies thereof
as follows: 

Page 12 




NAKED BRAND GROUP, INC. 

     If to the Company: 

          Naked
Brand Group
Inc. 
          #2
34346 Manufacturers
Way 
          Abbotsford,
BC Canada V2S
7M1 
          Telephone:
604-855-4767 
          Email:
________________
          Attention:
President 

     In the case of Subscriber, to the
address of Subscriber on the signature page to this Agreement. 

     Notice given as provided in this
Section shall be deemed effective: (i) on the business day hand delivered (or,
if it is not a business day, then the next succeeding business day thereafter),
(ii) on the first business day following the sending thereof by overnight
courier, and (iii) on the seventh calendar day (or, if it is not a business day,
then the next succeeding business day thereafter) after the depositing thereof
into the exclusive custody of the U.S. Postal Service. As used herein, the term
business day (other than Saturday or Sunday) shall mean any day when commercial
banks are open in the State of New York. 

	H. 	
      Miscellaneous.



     1.      This
Subscription Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors
and assigns.

     2.      This
Subscription Agreement supersedes all prior arrangements or understandings with
respect thereto, whether oral or written. The terms and conditions of this
Subscription Agreement shall inure to the benefit of and be binding upon the
parties and their respective successors, heirs and assigns. 

     3.      The
Offering Materials constitute the entire agreement between the Subscriber and
the Company with respect to the subject matter hereof and supersede all prior
oral or written agreements and understandings, if any, relating to the subject
matter hereof. The terms and provisions of this Subscription Agreement may be
waived, or consent for the departure therefrom granted, only by a written
document executed by the party to be bound thereby.

     4.      No
term or provision contained herein may be modified, amended or waived except by
written agreement or consent signed by the party or parties to be bound thereby.
A waiver by either party of a breach of any provision of this Subscription
Agreement shall not operate, or be construed, as a waiver of any subsequent
breach by that same party. 

     5.      Subscriber
acknowledges that the subscription made hereby is not binding upon the Company
until the Company accepts it. The Company has the right to accept or reject this
subscription in whole or in part in its sole and absolute discretion. If this
subscription is rejected in whole, the Company shall return the purchase price
to Subscriber, without interest or deduction, and the Company and Subscriber
shall have no further obligation to each other by reason of this Subscription
Agreement or the subscription made hereby. 

     6.      The
representations, warranties and covenants of the Company and the Subscriber made
in this Subscription Agreement shall survive the Closing and the execution and
delivery hereof and delivery of the Securities. 

     7.      Each
of the parties hereto shall pay its own fees and expenses (including the fees of
any attorneys, accountants, appraisers or others engaged by such party) in
connection with this Subscription Agreement, the other Transaction Documents and
the transactions contemplated hereby whether or not the transactions
contemplated hereby are consummated. 

Page 13 




NAKED BRAND GROUP, INC. 

OFFERING INFORMATION, LEGENDS, AND NOTICES 

     THE SECURITIES OFFERED HEREBY
HAVE NOT BEEN APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
(THE “SEC”), OR ANY STATE REGULATORY AUTHORITY. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

     IT IS INTENDED THAT THE
SECURITIES OFFERED HEREBY WILL BE OFFERED TO ACCREDITED INVESTORS, AS DEFINED IN
RULE 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”).

     THE SECURITIES OFFERED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND ARE BEING OFFERED PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS FOR NONPUBLIC OFFERINGS. SUCH EXEMPTIONS LIMIT
THE NUMBER AND TYPES OF INVESTORS TO WHICH THE OFFERING WILL BE MADE AND
RESTRICT SUBSEQUENT TRANSFERS OF THE SECURITIES SUCH SECURITIES MAY ONLY BE
RESOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IF, IN THE OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. 

     THE SECURITIES OFFERED HEREBY
SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD TO SUSTAIN A LOSS OF THEIR
ENTIRE INVESTMENT. INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE
FAMILIAR WITH AND UNDERSTAND THE TERMS OF THIS OFFERING. 

     THE OFFEREE, BY ACCEPTING
DELIVERY OF THE OFFERING MATERIALS, AGREES TO RETURN THE OFFERING MATERIALS AND
ALL ACCOMPANYING OR RELATED DOCUMENTS TO THE COMPANY UPON REQUEST IF THE OFFEREE
DOES NOT AGREE TO PURCHASE ANY OF THE SECURITIES OFFERED HEREBY. 

     ANY OFFERING MATERIALS SUBMITTED
IN CONNECTION WITH THE PRIVATE PLACEMENT OF THE SECURITIES DO NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR
SOLICITATION IS NOT AUTHORIZED. ANY REPRODUCTION OR DISTRIBUTION OF ANY OFFERING
MATERIALS IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF THEIR CONTENTS,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED. ANY PERSON
ACTING CONTRARY TO THE FOREGOING RESTRICTIONS MAY PLACE HIM/HERSELF AND THE
COMPANY IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS. 

NASAA UNIFORM LEGEND 

     IN MAKING AN INVESTMENT DECISION
INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE
OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT
BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT, AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. 

Page 14 




NAKED BRAND GROUP, INC. 

FOR RESIDENTS OF FLORIDA 

     PURSUANT TO THE FLORIDA
SECURITIES ACT, WHERE SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY
SALE MADE SHALL BE VOIDABLE BY SUCH FLORIDA INVESTOR EITHER WITHIN THREE DAYS
AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH INVESTOR TO THE ISSUER,
AN AGENT OF THE ISSUER, OR AN ESCROW AGENT, OR WITHIN THREE DAYS AFTER THE
AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH INVESTOR, WHICHEVER
OCCURS LATER. 

Page 15 




NAKED BRAND GROUP, INC. 

SIGNATURE PAGE FOR: 


INDIVIDUAL INVESTOR 


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

	Signature 	Signature (If Purchased Jointly) 
	 	 
	_____________________________________________	_____________________________________________
	 	 
	Print Name ____________________________________	Print Name
    ____________________________________
	 	 
	Date: ________________________________________	Date:
    _________________________________________
	 	 
	Social Security # ________________________________	Social Security #
      _________________________________
	 	 
	Residential Address _____________________________	Residential Address
      ______________________________
	 	 
	_____________________________________________	______________________________________________ 
	  	  
	Telephone # ___________________________________	Telephone #
    ____________________________________
	 	 
	Fax # _________________________________________	Fax #
    __________________________________________
	 	 
	Email: ________________________________________	Email:
    _________________________________________
	 	 
	EXACT
      Name in which Securities are to be issued: 
	 
	 
	Number of Units:
      _______________________________________________________________	  
	 	 
	Purchase Price: $
      ___________________________________________________	  



	Form of Joint Ownership (if applicable): 	[ ] Tenants-in-Common 	[ ] Joint Tenants with Right of 
	Survivorship 
	 
	[
      ]                  
      Others:
      __________________________________________________________________________________________________________________________


Page 16 




NAKED BRAND GROUP, INC. 

SIGNATURE PAGE FOR: 

PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY OR TRUST


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

Name of Partnership, Corporation, and Limited Liability Company
or Trust
_____________________________________________________________




	By: ________________________________________	Federal Tax ID Number
      ______________________________
	 	 
	Name: ______________________________________	State of Organization
      ________________________________
	 	 
	Title: _______________________________________	  
	 	 
	Date: _______________________________________	  
	 	 
	Principal Business Address:
      ___________________________________________________________________________________________________________
	 
	Attn: _______________________________________	  
	 	 
	Telephone: __________________________________	  
	 	 
	Fax: ________________________________________	  
	 	 
	Email: _______________________________________	  
	 	 
	EXACT Name in which Securities are to be issued: 


	 
	 
	Number of Units:
________________________________________	  
	 	 
	Purchase Price: $ _________________________________	  


Page 17 




NAKED BRAND GROUP, INC. 

SIGNATURE PAGE FOR: 


SUBSCRIPTION AGREEMENT ACCEPTANCE 


NAKED BRAND GROUP, INC., a Nevada corporation 

 

	By: 	 	 
	 	 	 
	Printed Name: 	 	 
	 	 	 
	Title: 	 	 
	 	 	 
	Dated: 	 	 


SUBSCRIPTION AGREEMENT NO:
_____________________________


SUBSCRIBER:
____________________________________________


NUMBER OF UNITS:
_____________________________________


PURCHASE PRICE: $
___________________________________


Page 18 




NAKED BRAND GROUP, INC. 


COUNTERPART SIGNATURE PAGE FOR: 

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): 
	 	 	 
	 	 	 


Dated __________________________________, 2014 
Names must
conform to signature page of the Subscription Agreement. 


THE COMPANY: 

NAKED BRAND GROUP, INC.




	By: 	  
	         Name: 	  
	         Title: 	  
	  	  
	Dated: _______________, 2014 	


Page 19 




NAKED BRAND GROUP, INC. 


COUNTERPART SIGNATURE PAGE FOR: 

SECURITY
AGREEMENT 


     IN WITNESS WHEREOF, this Security
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): 
	 	 	 
	 	 	 



Dated __________________________________, 2014 
Names must
conform to signature page of the Subscription Agreement. 


THE COMPANY: 

NAKED BRAND GROUP, INC.





	By: 	  
	         Name:
    	  
	         Title:
	  
	  	  
	Dated: _______________, 2014 	



Page 20