Naked Brand Group Inc.: Exhibit 10.4 - Filed by newsfilecorp.com







	CONFIDENTIAL 	EXECUTION VERSION 


NOTE EXCHANGE AGREEMENT 

     This NOTE EXCHANGE
AGREEMENT (this “Agreement”), dated as of April 4, 2014, among CSD
HOLDINGS LLC, a Delaware limited liability company (the
“Lender”), NAKED BRAND GROUP INC., a Nevada corporation
(“NBGI”), and NAKED INC., a Nevada corporation (“Naked” and
together with NBGI, the “Borrowers”). 

WHEREAS: 

	A. 	
      The Lender is the lawful owner and holder of that certain
      Promissory Note dated as of December 24, 2013 (as amended, restated or
      otherwise modified from time to time, the “Kalamalka Note”); and
      the total amount outstanding under the Kalamalka Note is Seventy Five
      Thousand and No/100 United States Dollars (USD$75,000.00), plus any
      accrued and unpaid interest thereon (collectively, the
      “Indebtedness”).

	 	 
	B. 	
      Pursuant to that certain Agency and Interlender
      Agreement, dated as of November 14, 2013 (as may be amended, amended and
      restated, supplemented or otherwise modified from time to time, the
      “Kalamalka Agent Agreement”), among Kalamalka Partners Ltd.
      (“Kalamalka”), the Lender and the other lenders set forth therein,
      Kalamalka is the designated agent for the Lender in respect of the
      Kalamalka Note.

	 	 
	C. 	
      The Kalamalka Note is secured by (i) that certain
      Security Agreement, dated as of November 14, 2013 (as may be amended,
      amended and restated, supplemented or otherwise modified from time to
      time), made by NBGI in favor of Kalamalka for, among others, the Lender
      and (ii) that certain Security Agreement, dated as of November 14, 2013
      (as may be amended, amended and restated, supplemented or otherwise
      modified from time to time), made by Naked in favor of Kalamalka for,
      among others, the Lender.

	 	 
	D. 	
      Naked requires funds to expand its inventory and sales
      operations, and, in order to raise funds for that purpose, NBGI desires to
      issue certain secured convertible promissory notes (individually, the
      “Bridge Note” and collectively, the “Bridge Notes”) to a
      group of accredited investors (as defined in applicable U.S. federal
      securities legislation), including, without limitation, Carole Hochman,
      who is Lender’s designee, (collectively, the “ Bridge Lenders”) in
      connection with an agency and interlender agreement to be entered into as
      of the date hereof. The Bridge Notes shall be converted into and exchanged
      (in whole or in part) for the securities to be issued by NBGI in
      connection with a round of equity financing through a future private
      placement of certain secured convertible debentures.

	 	 
	E. 	
      The Lender, as the owner and holder of the Kalamalka
      Note, and the Borrowers, as the issuers of and borrowers under the
      Kalamalka Note, desire to have the Indebtedness evidenced by the Kalamalka
      Note severed and exchanged in its entirety for Indebtedness evidenced by a
      Bridge Note; and, in connection therewith, the Lender desires to have such
      Bridge Note issued to Carole Hochman, its
designee.



NOW THEREFORE THE PARTIES HERETO AGREE as follows: 

	1. 	
      On and after the date hereof, the Indebtedness evidenced
      by the Kalamalka Note, of which the entire amount is outstanding, shall
      be, and hereby is, severed and exchanged in its entirety for the
      Indebtedness evidenced by the Bridge Note.

	 	 
	2. 	
      Simultaneously herewith, the Bridge Note shall be
      executed and delivered by NBGI to Carole Hochman, who is hereby designated
      by the Lender as having the right to receive such Bridge Note, in complete
      severance and substitution for the Kalamalka Note, which shall be tendered
      by the Lender to NBGI in exchange therefor.








	3. 	
      The Indebtedness evidenced by the Bridge Note is, in the
      aggregate, equal to the Indebtedness evidenced by the Kalamalka Note, and
      shall be secured by that certain Security Agreement, dated as of the date
      hereof, among NBGI and the Bridge Lenders, in which NBGI granted to the
      Bridge Lenders a security interest in certain collateral to secure the
      Bridge Notes (the “Bridge Security Agreement”). For the avoidance
      of doubt, nothing contained in this Agreement or the Bridge Notes shall be
      deemed to alter the Indebtedness evidenced by the Kalamalka Note which,
      pursuant to this Agreement, is replaced in its entirety with the Bridge
      Note and shall be secured by the Bridge Security Agreement.

	 	 
	4. 	
      Severability. If any provision of this Agreement
      is declared by a court of competent jurisdiction to be in any way invalid,
      illegal or unenforceable, the balance of this Agreement shall remain in
      effect, and if any provision is inapplicable to any person or
      circumstance, it shall nevertheless remain applicable to all other persons
      and circumstances. If it shall be found that any interest or other amount
      deemed interest due hereunder shall violate applicable laws governing
      usury, the applicable rate of interest due hereunder shall automatically
      be lowered to equal the maximum permitted rate of interest.

	 	 
	5. 	
      Governing Law. All questions concerning the
      construction, validity, enforcement and interpretation of this Agreement
      shall be governed by and construed and enforced in accordance with the
      internal laws of the State of New York, without regard to the principles
      of conflicts of law thereof. Each of the parties hereto hereby agree that
      all legal proceedings concerning the interpretations, enforcement and
      defense of this Note shall be commenced in the state and federal courts
      sitting in The City of New York, County of New York (the “New York
      Courts” ). Each of the parties hereto hereby irrevocably submit to the
      exclusive jurisdiction of the New York Courts for the adjudication of any
      dispute hereunder (including with respect to the enforcement of this
      Agreement), and hereby irrevocably waive, and agree not to assert in any
      suit, action or proceeding, any claim that it is not personally subject to
      the jurisdiction of any such court, that such suit, action or proceeding
      is improper. Each of the parties hereto hereby irrevocably waive personal
      service of process and consents to process being served in any such suit,
      action or proceeding by mailing a copy thereof via registered or certified
      mail or overnight delivery (with evidence of delivery) to the other at the
      address in effect for notices to it under this Agreement and agrees that
      such service shall constitute good and sufficient service of process and
      notice thereof. Nothing contained herein shall be deemed to limit in any
      way any right to serve process in any manner permitted by law. Each of the
      parties hereto hereby irrevocably waive, to the fullest extent permitted
      by applicable law, any and all right to trial by jury in any legal
      proceeding arising out of or relating to this Agreement or the
      transactions contemplated hereby.

	 	 
	6. 	
      Counterparts. This Amendment may be executed and
      delivered (including by facsimile and other electronic transmission) in
      one or more counterparts, and by different parties hereto in separate
      counterparts, each of which shall be deemed to be an original, but all of
      which taken together shall constitute one and the same
  agreement.



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