Naked Brand Group Inc.: Exhibit 10.6 - Filed by newsfilecorp.com






THIS DEBT SETTLEMENT AGREEMENT RELATES TO AN OFFERING OF
SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES TO WHICH THIS DEBT SETTLEMENT AND
SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY
U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS
DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER
THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES AND PROVINCIAL LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE 1933 ACT. 

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. 

DEBT SETTLEMENT AGREEMENT 

THIS AGREEMENT (this “Agreement”) is dated for reference
the 7th day of April, 2014. 

BETWEEN: 


	
      NAKED BRAND GROUP INC., a corporation duly
      incorporated under the laws of Nevada, with a business address at 2 –
      34346 Manufacturers Way, Abbotsford, British Columbia V2S 7M1 

	  
	(the “Company”) 



AND: 


	CANFUND VENTURES CORPORATION, having an address at
      1320 – 885 West Georgia Street, Vancouver, British Columbia, V6E 3E8

	  
	(the “Subscriber”) 







- 2 - 

WHEREAS: 

A.     The Company is indebted to the Subscriber pursuant to a
promissory note dated October 2, 2013 (the “Promissory Note”) between the
Subscriber and the Company in the principal amount of $300,000 of which an
amount of $128,704.63 is currently due and payable by the Company (the
“Indebtedness”); 

B.     The Company is conducting a financing pursuant to a
  Term Sheet executed with Noble Financial Capital Markets (Noble Financial Group,
  Inc.) in the form attached hereto as Schedule A (the “Private Placement
  Offering”); 

C.     The Company wishes to settle (the “Settlement”) the
  Indebtedness by issuing to the Subscriber a 6% Senior Secured Convertible
  Promissory Note in the form attached hereto as Schedule B (the “Settlement
  Note”) and which form is issued in connection with a debt financing of up
  to $879,000 which is to close on or about the date hereof (the “Bridge
  Financing”), which Settlement Note shall be shall be automatically convertible
  into those securities of the Company issued in connection with the Private
  Placement Offering. The issuance of the Settlement Note will be considered full
  discharge and complete satisfaction of the Indebtedness, and the Subscriber has
  agreed to accept such consideration in full satisfaction of the Indebtedness; 

D.     The Settlement will be conditional upon the Subscriber purchasing an additional
  6% Senior Secured Convertible Promissory Note (a “Bridge Note”) in the amount of
  $128,704.63 in connection with the Bridge Financing, which is to occur no later
  than April 7th, 2014.

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the mutual covenants and promises set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows: 

1.      Payment of Indebtedness 

1.1     Provided that the Subscriber has participated in the
Private Placement Offering for the Minimum Investment, as full and final payment
of the Indebtedness, the Company will on the Closing Date (as defined herein)
issue to the Subscriber the Note, as fully paid and non-assessable, and the
Subscriber will accept the Note as full and final payment of the Outstanding
Amount. 

2.      Release 

2.1     The Subscriber hereby agrees that upon delivery of the Note
by the Company in accordance with the provisions of this Agreement, the
Indebtedness will be fully satisfied and extinguished, and the Subscriber will
remise, release and forever discharge the Company and its respective directors,
officers, employees, successors, solicitors, agents and assigns from any and all
obligations relating to the Indebtedness. 

2.2     Prior to receiving the Note, the Subscriber must complete,
sign and return to the Company two executed copies of this Agreement. This
Agreement shall be binding on the Subscriber upon delivery to the Company of a
copy of this Agreement.

3.      Documents Required from Subscriber 

3.1     The Subscriber must complete, sign and return to the
Company: 




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	 	(a) 	
      two (2) executed copies of this Agreement; and

	 	 	 
	 	(b) 	
      a National Instrument 45-106 (“NI 45-106”)
      Questionnaire in the form attached as Exhibit A (the
      “Questionnaire”).



3.2     The Subscriber shall complete, sign and return to the
Company as soon as possible, on request by the Company, any documents,
questionnaires, notices and undertakings as may be required by regulatory
authorities, the OTC Bulletin Board, stock exchanges and applicable law. 

4.      Closing 

4.1 Closing of the offering of the Notes (the “Closing”)
shall be conditional upon the Subscriber having participated in the Private
Placement Offering for the Minimum Investment and shall occur on such date as
may be determined by the Company and the Subscriber (the “Closing Date”).


5.      Acknowledgements of Subscriber 

5.1     The Subscriber acknowledges and agrees that: 

	 	(a) 	
      the Notes have not been registered under the U.S.
      Securities Act of 1933, as amended (the "1933 Act"), or under any
      securities or "blue sky" laws of any state of the United States and are
      being offered only in a transaction not involving any public offering
      within the meaning of the 1933 Act, and, unless so registered, may not be
      offered or sold in the United States or to a U.S. Person, as that term is
      defined in Regulation “S” (“Regulation “S”) promulgated by the
      Securities and Exchange Commission (the “SEC”) pursuant to the 1933
      Act, except pursuant to an effective registration statement under the 1933
      Act, or pursuant to an exemption from, or in a transaction not subject to,
      the registration requirements of the 1933 Act, and in each case only in
      accordance with applicable state, provincial and foreign securities
      laws;

	 	 	 
	 	(b) 	
      the Notes are being issued to the Subscriber by the
      Company pursuant to an exemption from applicable Canadian securities laws
      as set out in National Instrument 45-106 (“NI 45-106”) of the
      Canadian Securities Administrators adopted by the British Columbia
      Securities Commission (the "BCSC");

	 	 	 
	 	(c) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Notes under the 1933 Act or any other
      securities legislation;

	 	 	 
	 	(d) 	
      the decision to execute this Subscription Agreement and
      purchase the Notes has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based solely upon information provided by the Company
      in this document or that is publicly available on the EDGAR website
      maintained by the SEC (collectively, the "Company
    Information").

	 	 	 
	 	(e) 	
      the Subscriber has had a reasonable opportunity to review
      the Company Information and to ask questions of and receive answers from
      the Company regarding the offering, and to obtain additional information,
      to the extent possessed or obtainable without unreasonable effort or
      expense, necessary to verify the accuracy of the information contained in
      the Company Information, or any other document provided to the
      Subscriber;







- 4 - 

	 	(f) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the Notes
      pursuant to this Subscription Agreement;

	 	 	 
	 	(g) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Agreement and the Questionnaire and the Subscriber will hold
      harmless the Company from any loss or damage it or they may suffer as a
      result of the Subscriber's failure to correctly complete this Agreement or
      the Questionnaire;

	 	 	 
	 	(h) 	
      the issuance and sale of the Notes to the Subscriber will
      not be completed if it would be unlawful or if, in the discretion of the
      Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 
	 	(i) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Notes and with respect to the applicable
      resale restrictions, and it is solely responsible (and the Company is not
      in any way responsible) for compliance with:




	 	(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the Shares
      hereunder, and

	 	 	 
	 	(ii) 	
      applicable resale
restrictions;




	 	(j) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Notes, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act;

	 	 	 
	 	(k) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Subscriber’s
      ability to resell any of the Shares in Canada under applicable provincial
      securities laws and Multilateral Instrument 51-105 – Issuers Quoted in
      the U.S. Over the Counter Markets (“MI 51-105”) of the Canadian
      Securities Administrators;

	 	 	 
	 	(l) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus and to sell the Notes through a person registered to
      sell securities and, as a consequence of acquiring the Notes pursuant to
      this exemption, certain protections, rights and remedies, including
      statutory rights of rescission or damages, will not be available to the
      Subscriber;

	 	 	 
	 	(m) 	
      the Notes are not listed on any stock exchange and no
      representation has been made to the Subscriber that any of the Shares will
      become listed on any stock exchange;

	 	 	 
	 	(n) 	
      neither the SEC, nor any other securities regulatory
      authority has reviewed or passed on the merits of the Notes;

	 	 	 
	 	(o) 	
      no documents in connection with Subscriber’s acquisition
      of Notes have been reviewed by the SEC, nor by any other state securities
      administrators;

	 	 	 
	 	(p) 	
      there is no government or other insurance covering any of
      the Notes;







- 5 - 

	 	(q) 	
      the Company will refuse to register the transfer of any
      of the Notes to a U.S. Person not made pursuant to an effective
      registration statement under the 1933 Act or pursuant to an available
      exemption from the registration requirements of the 1933 Act and, in each
      case, in accordance with any other applicable laws; and

	 	 	 
	 	(r) 	
      this Agreement is not enforceable by the Subscriber
      unless it has been accepted by the Company.



6.      Representations, Warranties and Covenants
of the Subscriber 

6.1     The Subscriber hereby represents and warrants to and
covenants with the Company, as of the date of this Agreement that: 

	 	(a) 	
      the Subscriber is not a U.S. Person;

	 	 	 
	 	(b) 	
      the Subscriber is not acquiring the Notes for the account
      or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(c) 	
      the Subscriber is resident in the jurisdiction set out
      under the heading “Name and Address of Subscriber” on the signature page
      of this Agreement;

	 	 	 
	 	(d) 	
      the sale of the Notes to the Subscriber as contemplated
      by the delivery of this Agreement, the acceptance of it by the Company and
      the issuance of the Notes to the Subscriber complies with all applicable
      laws of the Subscriber’s jurisdiction of residence or domicile;

	 	 	 
	 	(e) 	
      the Subscriber:




	 	(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable laws of the securities regulators having application in
      the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition
      of the Shares,

	 	 	 
	 	(ii) 	
      is acquiring the Notes pursuant to exemptions from
      prospectus or equivalent requirements under applicable laws or, if such is
      not applicable, the Subscriber is permitted to acquire the Notes under the
      applicable laws of the securities regulators in the International
      Jurisdiction without the need to rely on any exemptions,

	 	 	 
	 	(iii) 	
      represents and warrants that the applicable laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the offer, issue, sale or resale of any of
      the Shares,

	 	 	 
	 	(iv) 	
      represents and warrants that the purchase of the Notes by
      the Subscriber does not trigger:




	 	A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or







- 6 - 

	 	B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and




	 	(v) 	
      will, if requested by the Company, deliver to the Company
      a certificate or opinion of local counsel from the International
      Jurisdiction which will confirm the matters referred to in subparagraphs
      (ii), (iii) and (iv) above to the satisfaction of the Company, acting
      reasonably;




	 	(f) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if the Subscriber is a corporate entity, it is duly
      incorporated and validly subsisting under the laws of its jurisdiction of
      incorporation and all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Agreement on behalf of the Subscriber;

	 	 	 
	 	(g) 	
      the entering into of this Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to, or, if applicable, the constating
      documents of, the Subscriber or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound;

	 	 	 
	 	(h) 	
      the Subscriber has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber;

	 	 	 
	 	(i) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks (including those risks disclosed
      in the Public Record), including the possible loss of the entire
      investment;

	 	 	 
	 	(j) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and agrees
      that the Company will not be responsible in any way whatsoever for the
      Subscriber’s decision to invest in the Shares and the Company;

	 	 	 
	 	(k) 	
      all information contained in the Questionnaire, is
      complete and accurate and may be relied upon by the Company, and the
      Subscriber will notify the Company immediately of any material change in
      any such information occurring prior to the acceptance of this
      Agreement;

	 	 	 
	 	(l) 	
      the Subscriber is acquiring the Notes for its own account
      for investment purposes only and not for the account of any other person
      and not for distribution, assignment or resale to others, and no other
      person has a direct or indirect beneficial interest is such Notes, and the
      Subscriber has not subdivided his interest in the Shares with any other
      person;

	 	 	 
	 	(m) 	
      the Subscriber (i) is able to fend for itself in the
      Subscription; (ii) has such knowledge and experience in business matters
      as to be capable of evaluating the merits and risks of its prospective
      investment in the Notes; and (iii) has the ability to bear the economic
      risks of its prospective investment and can afford the complete loss of
      such investment;

	 	 	 
	 	(n) 	
      the Subscriber is not an underwriter of, or dealer in,
      any of the Notes, nor is the Subscriber participating, pursuant to a
      contractual agreement or otherwise, in the distribution of the Notes or
      any of them;







- 7 - 

	 	(o) 	
      the Subscriber is not aware of any advertisement of any
      of the Notes and is not acquiring the Notes as a result of any form of
      general solicitation or general advertising, including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media, or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;

	 	 	 
	 	(p) 	
      no person has made to the Subscriber any written or oral
      representations:




	 	(i) 	
      that any person will resell or repurchase any of the
      Notes,

	 	 	 
	 	(ii) 	
      that any person will refund the purchase price of any of
      the Notes, or

	 	 	 
	 	(iii) 	
      as to the future price or value of any of the
    Notes;




	 	(q) 	
      the Subscriber understands and agrees that none of the
      Notes have been registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case only in accordance with applicable state, provincial and
      foreign securities laws;

	 	 	 
	 	(r) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Notes prior to the expiration of the period specified
      in Regulation S (such period hereinafter referred to as the
      “Distribution Compliance Period”) shall only be made in compliance
      with the safe harbor provisions set forth in Regulation S, pursuant to the
      registration provisions of the 1933 Act or an exemption therefrom, and
      that all offers and sales after the Distribution Compliance Period shall
      be made only in compliance with the registration provisions of the 1933
      Act or an exemption therefrom and in each case only in accordance with
      applicable state and provincial securities laws;

	 	 	 
	 	(s) 	
      the Subscriber acknowledges that it has not acquired the
      Notes as a result of, and will not itself engage in, any “directed selling
      efforts” (as defined in Regulation S under the 1933 Act) in the United
      States in respect of any of the Notes which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States for the
      resale of any of the Notes; provided, however, that the Subscriber may
      sell or otherwise dispose of any of the Notes pursuant to registration of
      any of the Notes pursuant to the 1933 Act and any applicable securities
      laws or under an exemption from such registration requirements and as
      otherwise provided herein;

	 	 	 
	 	(t) 	
      hedging transactions involving the Notes may not be
      conducted unless such transactions are in compliance with the provisions
      of the 1933 Act and in each case only in accordance with applicable
      securities laws;

	 	 	 
	 	(u) 	
      a subsequent trade in any of the Notes 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 Notes (or
      ownership statement issued under a direct registration system or other
      book entry system) bear the restrictive legend specified in MI 51-105 or
      National Instrument 45-102, as applicable; and







- 8 - 

	 	(v) 	
      the Subscriber acknowledges and agrees that the Company
      shall not consider the Subscriber’s acceptance unless the undersigned
      provides to the Company, along with an executed copy of this
    Agreement:




	 	(i) 	
      fully completed and executed Questionnaire in the form
      attached hereto as Exhibit A; and

	 	 	 
	 	(ii) 	
      such other supporting documentation that the Company or
      its legal counsel may request to establish the Subscriber’s qualification
      as a qualified investor.



6.2     In this Agreement, the term “U.S. Person” shall have the
meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for
the purpose of the Agreement includes any person in the United States. 

7.      Indemnity and hold harmless 

7.1    The Subscriber will indemnify and hold harmless the Company
and, where applicable, its respective directors, officers, employees, agents,
advisors and shareholders from and against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all fees,
costs and expenses whatsoever reasonably incurred in investigating, preparing or
defending against any claim, lawsuit, administrative proceeding or investigation
whether commenced or threatened) arising out of or based upon any
acknowledgment, representation or warranty of the Subscriber contained herein in
connection herewith, being untrue in any material respect or any breach or
failure by the Subscriber to comply with any covenant or agreement made by the
Subscriber to the Company in connection therewith; 

8.      Acknowledgement and Waiver 

8.1    The Subscriber has acknowledged that the decision to
acquire the Notes was made based solely on the Company Information. The
Subscriber hereby waives, to the fullest extent permitted by law, any rights of
withdrawal, rescission or compensation for damages to which the Subscriber might
be entitled in connection with the distribution of any of the Notes. Because the
Subscriber is not acquiring the Notes under a prospectus, the Subscriber will
not have the civil protections, rights and remedies that would otherwise be
available to the Subscriber under the securities laws in Canada, including
statutory rights of rescission or damages. 

9.      Representations and Warranties will be
Relied Upon by the Company 

9.1    The Subscriber acknowledges that the acknowledgements,
representations and warranties contained herein are made by it with the
intention that they may be relied upon by the Company and its legal counsel in
determining the Subscriber's eligibility to acquire the Notes under applicable
securities legislation, or (if applicable) the eligibility of others on whose
behalf it is contracting hereunder to acquire the Notes under applicable
securities legislation. The Subscriber further agrees that by accepting delivery
of the certificates representing the Notes, it will be representing and
warranting that the acknowledgements representations and warranties contained
herein are true and correct as of the date hereof and the date of delivery and
will continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of all of the Notes. 





- 9 - 

10.      Collection of Personal Information


10.1     The Subscriber acknowledges and consents to the fact that
the Company is collecting the Subscriber's personal information for the purpose
of fulfilling this Agreement and completing the allotment of Notes. The
Subscriber's personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) may be
disclosed by the Company to (a) stock exchanges or securities regulatory
authorities, (b) the Company's registrar and transfer agent, (c) tax
authorities, (d) law enforcement authorities, (e) authorities pursuant to the
Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)
and (f) any of the other parties involved in the allotment and issuance,
including legal counsel, and may be included in the Company’s record books. By
executing this Agreement, the Subscriber is deemed to be consenting to the
foregoing collection, use and disclosure of the Subscriber's personal
information (and, if applicable, the personal information of those on whose
behalf the Subscriber is contracting hereunder) and to the retention of such
personal information for as long as permitted or required by law or business
practice. Notwithstanding that the Subscriber may be acquiring Notes as agent on
behalf of an undisclosed principal, the Subscriber agrees to provide, on
request, particulars as to the identity of such undisclosed principal as may be
required by the Company in order to comply with the foregoing. 

Furthermore, the Subscriber is hereby notified that: 

	 	(a) 	
      the Corporation may deliver to the Alberta Securities
      Commission and/or the SEC certain personal information pertaining to the
      Subscriber, including such Subscriber’s full name, residential address and
      telephone number, the number of Notes or other securities of the
      Corporation owned by the Subscriber, the number of Notes purchased by the
      Subscriber and the total purchase price paid for such Notes, the
      prospectus exemption relied on by the Corporation and the date of
      distribution of the Notes,

	 	 	 
	 	(b) 	
      such information is being collected indirectly by the
      Alberta Securities Commission under the authority granted to it in
      securities legislation,

	 	 	 
	 		
      such information is being collected for the purposes of
      the administration and enforcement of the securities legislation of
      Alberta.



11.      Costs 

11.1     The Subscriber acknowledges and agrees that all costs and
expenses incurred by the Subscriber (including any fees and disbursements of any
special counsel retained by the Subscriber) relating to the purchase of the
Notes shall be borne by the Subscriber. 

12.      Governing Law 

12.1     This Agreement is governed by the laws of the State of
Nevada. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the exclusive jurisdiction of the Courts of the State of
Nevada. 

13.      Survival 

13.1     This Agreement, including without limitation the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the acquisition of the Notes by the Subscriber
pursuant hereto. 




- 10 - 

14.      Assignment 

14.1     This Agreement is not transferable or assignable. 

15.      Severability 

15.1     The invalidity or unenforceability of any particular
provision of this Agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this Agreement. 

16.      Entire Agreement 

16.1     Except as expressly provided in this Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Agreement contains the entire agreement between the parties with respect to
the sale of the Notes and there are no other terms, conditions, representations
or warranties, whether expressed, implied, oral or written, by statute or common
law, by the Company or by anyone else. 

17.      Notices 

17.1     All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Subscriber shall be
directed to the delivery address on the first page of this Agreement and notices
to the Company shall be directed to it at the address stated on the first page
of this Agreement. 

18.      Counterparts and Electronic Means 

18.1     This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument. Delivery of
an executed copy of this Agreement by electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy will be
deemed to be execution and delivery of this Agreement as of the date hereinafter
set forth. 

IN WITNESS WHEREOF the Subscriber has duly executed this
Agreement as of the date hereinafter set forth. 





 




- 12 - 

A C C E P T A N C E 

The above-mentioned Agreement in respect of the acquisition of
the Notes is hereby accepted by Naked Brand Group Inc. 

DATED at Vancouver, British Columbia, the 7th day of April,
2014. 
 


	 	
	Per: 	 
	 	Joel Primus, President and CEO