Naked Brand Group Inc.: Exhibit 10.5 - Filed by newsfilecorp.com







	CONFIDENTIAL 	EXECUTION VERSION 


CONVERSION AGREEMENT 

     This Conversion Agreement (as may
be amended, amended and restated, supplemented or otherwise modified from time
to time, this “Agreement”) is made as of April 4, 2014, by and among
BRYCE STEPHENS (the “Lender”), NAKED BRAND GROUP INC., a
Nevada corporation (“NBGI”), and NAKED INC., a Nevada
corporation (“Naked” and together with NBGI, the “Borrowers”). The
Lender and the Borrowers are each referred to herein as a “Party”, and
collectively as the “Parties”.

WHEREAS: 

	A. 	
      Naked is a wholly-owned subsidiary of NBGI operating a
      product manufacturing and distribution business for men’s clothing
      products.

	 	 
	B. 	
      The Borrowers have issued certain secured convertible
      promissory notes (the “Promissory Notes”; capitalized terms used
      but not otherwise defined herein shall have the meanings ascribed to them
      in the Promissory Notes) in the aggregate principal sum of $100,000 to the
      Lender in connection with that certain Agency and Interlender Agreement,
      dated as of August 10, 2012, as amended, among the Borrowers, Kalamalka
      Partners Ltd., as agent (the “Agent”), the Lender and each of the
      persons listed on the signature pages thereof; and NBGI has issued to the
      Agent and the Lender certain warrants to purchase shares of common stock
      of NBGI (“Common Stock”);

	 	 
	C. 	
      Naked requires additional 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 (the
      “Bridge Notes”) to a group of accredited investors (as defined in
      applicable U.S. federal securities legislation) in connection with an
      agency and interlender agreement to be dated as of even date herewith (the
      “Bridge Financing Transaction”).

	 	 
	D. 	
      Following the issuance of the Bridge Notes, NBGI intends
      to complete a round of equity financing through a private placement (the
      “Offering”) of certain secured convertible debentures.

	 	 
	E. 	
      In connection with the Bridge Financing Transaction, the
      Lender desires to exercise its option pursuant to Section 10 of the
      Promissory Notes (the “Conversion Election”) to convert the total
      balance outstanding under all of the Loans (including Principal and
      Interest) into Common Stock; and, as an inducement of the Lender’s
      willingness to exercise the Conversion Election, NBGI desires to amend the
      Conversion Price to be equal to one share of Common Stock for each ten
      cents (USD$0.10) of the Loan so converted.



NOW THEREFORE THE PARTIES HERETO AGREE as follows: 

	1. 	
      The Parties hereby agree to amend the Conversion Price to
      be equal to one share of Common Stock for each ten cents (USD$0.10) of the
      Loan so converted (the “New Conversion Price”).

	 	 
	2. 	
      The Parties hereby agree to convert the total balance
      outstanding under all of the Loans (including Principal and Interest) into
      Common Stock at the New Conversion Price (the “Converted Shares”),
      and the Lender shall cooperate with NBGI to execute and deliver to NBGI
      any documents or agreements that are necessary to allow NBGI to promptly
      convert and cancel the Promissory Notes.

	 	 
	3. 	
      The Lender hereby agrees that it shall not, from the date
      hereof and until the twelve (12) month period following the final closing
      date of the Offering, directly or indirectly, assign, transfer, gift,
      pledge, hypothecate, encumber, distribute or other disposition, whether
      voluntarily or by operation of law, any of the Converted Shares without
      the prior written consent of NBGI (which consent may be withheld or denied
      in its sole discretion).








	4. 	
      The Secretary of NBGI may stamp on the certificates
      representing the Converted Shares in a prominent manner the following
      legend:





	
      “THE SALE OR OTHER DISPOSITION OF ANY SHARES REPRESENTED
      BY THIS CERTIFICATE IS PROHIBITED BY A CONVERSION AGREEMENT, DATED AS OF
      APRIL 4, 2014, AS AMENDED FROM TIME TO TIME, BY AND AMONG NAKED BRAND
      GROUP INC., NAKED INC. AND THE SHAREHOLDER.”






	5. 	
      Governing Law. This Agreement and all matters
      arising hereunder will be governed by the laws of British
  Columbia.

	 	 
	6. 	
      Counterparts. This Agreement 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.

	 	 
	7. 	
      Entire Agreement. This Agreement, together with
      each of the Promissory Notes, constitutes the entire understanding of the
      parties hereto with respect to its subject matter and may not be modified
      or amended, except in writing by such parties.



[Signature Pages Follow] 

2