Naked Brand Group Inc.: Exhibit 10.12 - Filed by newsfilecorp.com







	CONFIDENTIAL 	EXECUTION VERSION 


WARRANT AGREEMENT 

This WARRANT AGREEMENT (this “Agreement”), dated
as of April 4, 2014, among KALAMALKA PARTNERS LTD., a British
Columbia company (“Kalamalka”), NAKED BRAND GROUP INC., a Nevada
corporation (“NBGI”), and NAKED INC., a Nevada corporation
(“Naked” and together with NBGI, the “Borrowers”). 

WHEREAS: 

	A. 	
      In connection with those certain secured convertible
      promissory notes (as such notes may be amended, amended and restated,
      supplemented or otherwise modified from time to time, the “Kalamalka
      Notes”) issued by the Borrowers to certain lenders for whom Kalamalka
      is acting as agent (such lenders, the “Kalamalka Lenders”) pursuant
      to (i) that certain Agency and Interlender Agreement dated August 10, 2012
      (as may be amended, amended and restated, supplemented or otherwise
      modified from time to time), and (ii) that certain Agency and Interlender
      Agreement dated November 14, 2013 (as may be amended, amended and
      restated, supplemented or otherwise modified from time to time), in each
      case of (i) and (ii), between Kalamalka and the Kalamalka Lenders set
      forth therein, NBGI has issued to Kalamalka certain warrants (the
      “Existing Kalamalka Warrants”) to purchase shares of common stock
      of NBGI (“Common Stock”), including certain Class B Warrants that
      are exercisable at a price of $0.50 (such warrants, the “Kalamalka
      Class B Warrants”).

	 	 
	B. 	
      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) in connection with an agency and interlender
      agreement to be entered into as of the date hereof (such financing, the
      “Bridge Financing Transaction”). The Bridge Notes shall be
      converted into and exchanged (in whole or in part) for securities to be
      issued by NBGI in connection with a round of equity financing through a
      future private placement of certain secured convertible debentures (such
      financing, the “Offering Financing Transaction”).

	 	 
	C. 	
      In connection with the Bridge Financing Transaction, NBGI
      shall issue to Kalamalka and the Kalamalka Lenders certain warrants to
      purchase Common Stock at an exercise price equal to $0.15 and for a term
      of five years from the initial closing date of the Offering Financing
      Transaction (the “Closing”) and on such other terms as shall be
      described under the Offering Financing Transaction (such warrants, the
      “New Warrants”).

	 	 
	D. 	
      In connection with the Bridge Financing Transaction and
      the Offering Financing Transaction, Kalamalka and the Borrowers have
      agreed to enter into certain agreements and amendments relating to the
      Kalamalka Notes and the security interests granted in connection
      therewith. As an inducement to enter into such agreements and amendments,
      NBGI has offered Kalamalka the option to cancel any or all of the Existing
      Kalamalka Warrants and, in turn, receive New Warrants in replacement
      thereof, and Kalamalka has elected to cancel the Kalamalka Class B
      Warrants and, in turn, receive New Warrants in replacement
  thereof.



NOW THEREFORE THE PARTIES HERETO AGREE as follows: 

	1. 	
      Cancellation of Kalamalka Class B Warrants . On
      and after the date hereof, the existing Kalamalka Class B Warrants shall
      be and hereby are cancelled.

	 	 
	2. 	
      Issuance of New Warrants . Simultaneously herewith
      and the cancellation of the Kalamalka Class B Warrants pursuant to Section
      1 hereof, (i) Kalamalka shall deliver to NBGI the certificate(s)
      representing the Kalamalka Class B Warrants, and (ii) Kalamalka and each
      of the Borrowers shall execute and deliver a Warrant Issuance Agreement in
      the form attached hereto as Exhibit A, pursuant to which NBGI shall issue
      and deliver New Warrants to Kalamalka in accordance with the terms
      therewith, which New Warrants shall (i) be exercisable for a number of
      shares of Common Stock equal to the number shares of Common Stock for
      which the Kalamalka Class B Warrants are exercisable immediately prior to
      the date hereof, and (ii) include piggyback registration rights on any
      subsequent registration statement filed with the Securities and Exchange
      Commission (the “SEC”), including, without limitation, the
      registration statement that may be required to be filed with the SEC in
      connection with the Offering Financing
Transaction.







	3. 	
      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.

	 	 
	4. 	
      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.



[Signature Page Follows] 

2 





 





 




EXHIBIT A 

Form of Warrant Issuance Agreement 

[See Attached] 




EXHIBIT A 

THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT (THIS “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN ISSUED 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 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 LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. 

THE HOLDER OF THE SECURITIES TO WHICH THIS SUBSCRIPTION
AGREEMENT RELATES 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. 

CONFIDENTIAL 
WARRANT ISSUANCE AGREEMENT 

	FROM: 	NAKED BRAND GROUP INC., having an
      address at 2 – 34346 Manufacturers Way, Abbotsford, BC V2S 7M1 
	  	 
	  	(the “Issuer”) 



	TO: 	KALAMALKA PARTNERS LTD., a British
      Columbia company 
	 	 
	  	 
	  	(“Kalamalka” or the “Subscriber”)
    


WHEREAS: 

	A. 	
      In connection with those certain secured convertible
      promissory notes (as such notes may be amended, amended and restated,
      supplemented or otherwise modified from time to time, the “Kalamalka
      Notes”) issued by the Issuer and NAKED INC., a Nevada
      corporation (Naked Inc. together with the Issuer, the “Borrowers”)
      to certain lenders for whom Kalamalka is acting as agent (such lenders,
      the “Kalamalka Lenders”) pursuant to (i) that certain Agency and
      Interlender Agreement dated August 10, 2012 (as may be amended, amended
      and restated, supplemented or otherwise modified from time to time), and
      (ii) that certain Agency and Interlender Agreement dated November 14, 2013
      (as may be amended, amended and restated, supplemented or otherwise
      modified from time to time), in each case of (i) and (ii), between
      Kalamalka and the Kalamalka Lenders set forth therein, the Issuer has
      issued to Kalamalka certain warrants (the “Existing Kalamalka
      Warrants”) to purchase shares of common stock of the Issuer
      (“Common Stock”), including certain Class B Warrants that are
      exercisable at a price of $0.50 (such warrants, the “Kalamalka Class B
      Warrants”).







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	B. 	
      Naked Inc. requires funds to expand its inventory and
      sales operations, and, in order to raise funds for that purpose, the
      Issuer 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) in connection with an agency and
      interlender agreement to be entered into as of the date hereof (such
      financing, the “Bridge Financing Transaction”). The Bridge Notes
      shall be converted into and exchanged (in whole or in part) for securities
      to be issued by the Issuer in connection with a round of equity financing
      through a future private placement of certain secured convertible
      debentures (such financing, the “Offering Financing
      Transaction”).

	 	 
	C. 	
      In connection with the Bridge Financing Transaction, the
      Issuer shall issue to Kalamalka and the Kalamalka Lenders certain warrants
      to purchase Common Stock at an exercise price equal to $0.15 and for a
      term of five years from the initial closing date of the Offering Financing
      Transaction and on such other terms as shall be described under the
      Offering Financing Transaction (such warrants, the “New
      Warrants”).

	 	 
	D. 	
      In connection with the Bridge Financing Transaction and
      the Offering Financing Transaction, Kalamalka and the Borrowers have
      agreed to enter into certain agreements and amendments relating to the
      Kalamalka Notes and the security interests granted in connection
      therewith. As an inducement to enter into such agreements and amendments
      (the “Amendments”), the Issuer has offered Kalamalka the option to
      cancel any or all of the Existing Kalamalka Warrants and, in turn, receive
      New Warrants in replacement thereof, and Kalamalka has elected to cancel
      the Kalamalka Class B Warrants and, in turn, receive New Warrants in
      replacement thereof.



1.      Warrant Issuance 

1.1     In consideration of the Subscriber entering into the
Amendments, the Issuer agrees to issue to the Subscriber an aggregate of
_______________share purchase warrants of the Issuer having the terms
and conditions set out in the warrant certificates attached hereto as Exhibit
“B” (the “Warrants”). 

1.2     Subject to the terms of this Agreement, the Agreement will
be effective upon its acceptance by the Issuer. 

1.3     Unless otherwise provided, all dollar amounts referred to
in this Agreement are in lawful money of the United States. 

2.       Documents Required from Subscriber


2.1     The Subscriber must complete, sign and return to the Issuer
the following documents: 

	 	(a) 	
      an executed copy of this Agreement;

	 	 	 
	 	(b) 	
      a Canadian Investor Questionnaire (the
      “Questionnaire”) attached as Exhibit “A” that starts on page 12;
      and

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



2.2     The Subscriber shall complete, sign and return to the
Issuer as soon as possible, on request by the Issuer, any additional documents,
questionnaires, notices and undertakings as may be required by any regulatory
authorities and applicable law. 




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2.3     Both parties to this Agreement acknowledge and agree that
Clark Wilson LLP has acted as counsel only to the Issuer and is not protecting
the rights and interests of the Subscriber. The Subscriber acknowledges and
agrees that the Issuer and Clark Wilson LLP have given the Subscriber the
opportunity to seek, and are hereby recommending that the Subscriber obtain,
independent legal advice with respect to the subject matter of this Agreement
and, further, the Subscriber hereby represents and warrants to the Issuer and
Clark Wilson LLP that the Subscriber has sought independent legal advice or
waives such advice.

3.       Conditions and Closing 

3.1     The closing of the issuance of the Warrants (the
“Offering”) to the Subscriber (the “Closing”) shall occur on or
before April ____, 2014, or on such other date as may be determined by the
Issuer in its sole discretion (the “Closing Date”).

3.2     The Closing is conditional upon and subject to: 

	 	(a) 	
      the Issuer having obtained all necessary approvals and
      consents, including regulatory approvals for the Offering; and

	 	 	 
	 	(b) 	
      the issue and sale of the Securities being exempt from
      the requirement to file a prospectus and the requirement to deliver an
      offering memorandum under applicable securities legislation relating to
      the sale of the Warrants, or the Issuer having received such orders,
      consents or approvals as may be required to permit such sale without the
      requirement to file a prospectus or deliver an offering
  memorandum.



3.3     On the Closing Date, the Subscriber acknowledges that the
certificates representing the Warrants will be available for delivery, provided
that the Subscriber has satisfied the requirements of Section 2 hereof and the
Issuer has accepted this Agreement. 

4.       Acknowledgements and Agreements of
Subscriber 

4.1     The Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Warrants have been or will be registered
      under the United States 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, unless so registered, may not be offered
      or sold in the United States or, directly or indirectly, to U.S. Persons,
      as that term is defined in Regulation S under the 1933 Act (“Regulation
      S”), 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;

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

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      Warrants agreed to be issued hereunder has not been based upon any oral or
      written representation as to fact or otherwise made by or on behalf of the
      Issuer and such decision is based entirely upon a review of any public
      information which has been filed by the Issuer with the United States
      Securities and Exchange Commission (the “SEC”) and any Canadian
      provincial securities commissions (collectively, the “Public
      Record”);

	 	 	 
	 	(d) 	
      the Subscriber understands and agrees that the Issuer and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, covenants and agreements contained in this
      Agreement and the Questionnaire, and agrees that if any of such
      acknowledgements, representations and agreements are no longer accurate or
      have been breached, the Subscriber shall promptly notify the Issuer;
    







- 4 - 

	 	(e) 	
      there are risks associated with the acquisition of the
      Warrants, as more fully described in the Issuer’s periodic disclosure
      forming part of the Public Record;

	 	 	 
	 	(f) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Issuer in connection with the distribution of the Warrants hereunder, and
      to obtain additional information, to the extent possessed or obtainable
      without unreasonable effort or expense, necessary to verify the accuracy
      of the information about the Issuer;

	 	 	 
	 	(g) 	
      the books and records of the Issuer were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Warrants hereunder have been made
      available for inspection by the Subscriber, the Subscriber’s lawyer and/or
      advisor(s);

	 	 	 
	 	(h) 	
      all of the information which the Subscriber has provided
      to the Issuer is correct and complete as of the date this Agreement is
      signed, and if there should be any change in such information prior to the
      Closing, the Subscriber will immediately provide the Issuer with such
      information;

	 	 	 
	 	(i) 	
      the Issuer is entitled to rely on the representations and
      warranties of the Subscriber contained in this Agreement and the
      Questionnaire, and the Subscriber will hold harmless the Issuer 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;

	 	 	 
	 	(j) 	
      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 Warrants, and the underlying common
      shares (together with the Warrants, the “Securities”) and with
      respect to applicable resale restrictions, and it is solely responsible
      (and the Issuer 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
      Securities hereunder, and

	 	 	 
	 	(ii) 	
      applicable resale
restrictions;




	 	(k) 	
      the Subscriber understands and agrees that there may be
      material tax consequences to the Subscriber of an acquisition or
      disposition of the Securities . The Issuer gives no opinion and make no
      representation with respect to the tax consequences to the Subscriber
      under federal, state, provincial, local or foreign tax law of the
      Subscriber’s acquisition or disposition of the Securities;

	 	 	 
	 	(l) 	
      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 Securities 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;

	 	 	 
	 	(m) 	
      the Issuer has advised the Subscriber that the Issuer is
      relying on an exemption from the requirements to provide the Subscriber
      with a prospectus and to issue the Warrants through a person registered to
      sell securities under provincial securities legislation and other
      applicable securities laws, as a consequence of acquiring the Warrants
      pursuant to such exemption, certain protections, rights and remedies
      provided by the applicable securities legislation including the various
      provincial securities acts, including statutory rights of rescission or
      damages, will not be available to the Subscriber;








- 5 - 

	 	(n) 	
      neither the SEC nor any securities commission or similar
      regulatory authority has reviewed or passed on the merits of any of the
      Securities;

	 	 	 
	 	(o) 	
      there is no government or other insurance covering any of
      the Securities; and

	 	 	 
	 	(p) 	
      the Issuer will refuse to register the transfer of any of
      the Securities 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 applicable laws.



5.       Representations, Warranties and Covenants of
the Subscriber 

5.1     The Subscriber hereby represents and warrants to and
covenants with the Issuer (which representations, warranties and covenants shall
survive the Closing) that: 

	 	(a) 	
      the Subscriber is not a U.S. Person and is executing this
      Agreement outside of the U.S.;

	 	 	 
	 	(b) 	
      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;

	 	 	 
	 	(c) 	
      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;

	 	 	 
	 	(d) 	
      the Subscriber has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber in accordance with its
      terms;

	 	 	 
	 	(e) 	
      the Subscriber has received and carefully read this
      Agreement;

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

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

	 	 	 
	 	(h) 	
      all information contained in the Questionnaire is
      complete and accurate and may be relied upon by the Issuer, and the
      Subscriber will notify the Issuer immediately of any material change in
      any such information occurring prior to the closing of the issuance of the
      Warrants;







- 6 - 

	 	(i) 	
      the Subscriber is acquiring the Warrants 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
      Securities, and the Subscriber has not subdivided his interest in the
      Securities with any other person;

	 	 	 
	 	(j) 	
      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 Securities; and (iii) has the ability to bear the
      economic risks of its prospective investment and can afford the complete
      loss of such investment;

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

	 	 	 
	 	(l) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities and is not acquiring the Securities 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;

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




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

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

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




	 	(n) 	
      the Subscriber understands and agrees that none of the
      Securities 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;

	 	 	 
	 	(o) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Securities 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;

	 	 	 
	 	(p) 	
      the Subscriber acknowledges that it has not acquired the
      Securities 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 Warrants 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 Securities; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Securities
      pursuant to registration of any of the Securities pursuant to the 1933 Act
      and any applicable securities laws or under an exemption from such
      registration requirements and as otherwise provided
  herein;







- 7 - 

	 	(q) 	
      hedging transactions involving the Securities 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;

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




	 	(i) 	
      a fully completed and executed Questionnaire in the form
      attached hereto as Exhibit “A”, and

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




	 	(s) 	
      by completing the Questionnaire, the Subscriber is
      representing and warranting that the Subscriber satisfies one of the
      categories of registration and prospectus exemptions provided in National
      Instrument 45- 106 – Prospectus and Registration Exemptions (“NI
      45- 106”) adopted by the Canadian Securities
  Administrators.



5.2    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. 

6.      Representations and Warranties will be Relied
Upon by the Issuer 

6.1    The Subscriber acknowledges that the representations and
warranties contained herein are made by it with the intention that such
representations and warranties may be relied upon by the Issuer and its legal
counsel in determining the Subscriber’s eligibility to acquire the Warrants
under applicable legislation, or (if applicable) the eligibility of others on
whose behalf it is contracting hereunder to acquire the Warrants under
applicable legislation. The Subscriber further agrees that by accepting delivery
of the certificates representing the Warrants on the Closing Date, it will be
representing and warranting that the representations and warranties contained
herein are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the Closing Date and that
they will survive the acquisition by the Subscriber of the Warrants and will
continue in full force and effect notwithstanding any subsequent disposition by
the Subscriber of any of the Securities. 

7.      Legending and Registration of
Securities

7.1    If the Subscriber is a resident of Canada, the Subscriber
hereby acknowledges that upon the issuance thereof, and until such time as the
same is no longer required under the applicable securities laws and regulations,
the certificates or other document representing any of the Securities will bear
a legend in substantially the following form: 


	
      “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED 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 REPRESENTED HEREBY 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 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 SECURITIES LAWS.









- 8 - 


	
      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.”





7.2     The Subscriber hereby acknowledges and agrees to the Issuer
making a notation on their records or giving instructions to their registrar and
transfer agent in order to implement the restrictions on transfer set forth and
described in this Agreement. 

8.       Resale Restrictions 

8.1     The Subscriber acknowledges that the Securities are subject
to resale restrictions in Canada and the United States and may not be traded in
Canada or the United States except as permitted by the applicable federal, state
and provincial securities laws and the rules made thereunder. 

9.       Collection of Personal Information


9.1     The Subscriber acknowledges and consents to the fact that
the Issuer is collecting the Subscriber’s personal information for the purpose
of fulfilling this Agreement and completing the Offering. 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
Issuer to (a) stock exchanges or securities regulatory authorities, (b) the
Issuer’s registrar and transfer agent, (c) Canadian tax authorities, (d)
authorities pursuant to the Proceeds of Crime (Money Laundering) and
Terrorist Financing Act (Canada) and (e) any of the other parties involved
in the Offering, including legal counsel, and may be included in record books in
connection with the Offering. 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) for the
foregoing purposes 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 Securities as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
nature and identity of such undisclosed principal, and any interest that such
undisclosed principal has in the Issuer, all as may be required by the Issuer in
order to comply with the foregoing. 

Furthermore, the Subscriber is hereby notified that: 

	 	(a) 	
      the Issuer may deliver to any securities commission
      having jurisdiction over the Issuer, the Subscriber or this subscription,
      including any Canadian provincial securities commissions and/or the SEC
      (collectively, the “Commissions”) certain personal information
      pertaining to the Subscriber, including such Subscriber’s full name,
      residential address and telephone number, the number of shares or other
      securities of the Issuer owned by the Subscriber, the number of Securities
      purchased by the Subscriber and the total purchase price paid for such
      Securities, the prospectus exemption relied on by the Issuer and the date
      of distribution of the Securities,







- 9 - 

	 	(b) 	
      such information is being collected indirectly by the
      Commissions under the authority granted to them in securities
      legislation,

	 	 	 
	 	(c) 	
      such information is being collected for the purposes of
      the administration and enforcement of the securities laws, and

	 	 	 
	 	(d) 	
      the Subscriber may contact the following public official
      in Ontario with respect to questions about the Ontario Securities
      Commission’s indirect collection of such information at the following
      address and telephone number:



Administrative Assistant to the
Director of Corporate Finance 
Ontario Securities Commission 
Suite 1903,
Box 55 
20 Queen Street West 
Toronto, ON M5H 3S8 
Telephone: (416)
593-8086 


10.      Costs 

10.1    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 acquisition of the
Warrants shall be borne by the Subscriber. 

11.      Governing Law 

11.1    This Agreement is governed by the laws of the Province of
British Columbia and the federal laws of Canada applicable therein. 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 Province of British Columbia. 

12.      Currency 

12.1    Any reference to currency in this Agreement is to the
currency of the United States unless otherwise indicated. 

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 Securities by the
Subscriber pursuant hereto. 

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
exhibits, agreements, instruments and other documents attached hereto or
contemplated or provided for herein, this Agreement contains the entire
agreement between the parties with respect to the acquisition of the Warrants
and there are no other terms, conditions, representations or warranties, whether
expressed, implied, oral or written, by statute or common law, by the Issuer or
by anyone else. 




- 10 - 

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, including facsimile, electronic mail or
other means of electronic communication capable of producing a printed copy.
Notices to the Subscriber shall be directed to the address of the Subscriber set
forth on page 10 of this Agreement and notices to the Issuer shall be directed
to it at the address of the Issuer set forth on page 1 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. 

19.      Exhibits 

19.1     The exhibits attached hereto form part of this Agreement.


20.      Indemnity 

20.1     The Subscriber will indemnify and hold harmless the Issuer
and, where applicable, its 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 representation or
warranty of the Subscriber contained in this Agreement, the Questionnaire, or in
any document furnished by the Subscriber to the Issuer 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 Issuer in
connection therewith. 





- 11 - 

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription Agreement as of the date of acceptance by the Issuer. 

	 	Subscriber Information 	 	 	Register the Securities as set forth
      below: 	 
	 	  	 	 	  	 
	 	Kalamalka Partners Ltd. 	 	 	(Name to Appear on Certificate) 	 
	 	 	 	 	 	 
	 	(Name of Subscriber) 	 	 	     	 
	 	  	 	 	(Account Reference, if applicable 	 
	 	Account Reference (if applicable): 	 	 	     	 
	 	  	 	 	(Address, including Postal Code) 	 
	 	  	 	 	  	 
	 	X 	 	 	     	 
	 	(Signature of Subscriber – if the Subscriber is
      an Individual) 	 	 	     	 
	 	 	 	 	 	 
	 	X 	 	 	     	 
	 	(Signature of Authorized Signatory – if the
      Subscriber is not an 	 	 	Deliver the Securities as set forth
      below: 	 
	 	Individual) 	 	 	  	 
	 	  	 	 	  	 
	 	     	 	 	(Attention - Name) 	 
	 	(Name and Title of Authorized Signatory – if
      the Subscriber is not 	 	 	  	 
	 	an Individual) 	 	 	     	 
	 	  	 	 	(Account Reference, if applicable) 	 
	 	  	 	 	  	 
	 	(SIN, SSN, or other Tax Identification Number
      of the Subscriber) 	 	 	     	 
	 	  	 	 	(Street Address, including Postal Code) (No PO
      Box) 	 
	 	101 –
      2903 35th Avenue, Vernon, BC V1T 2S7 	 	 	  	 
	 	(Subscriber’s Address, including city and
      Postal Code) 	 	 	 
    	 
	 	  	 	 	(Telephone Number) 	 
	 	  	 	 	  	 
	 	  	 	 	  	 
	 	  	 	 	  	 
	 	  	 	 	  	 
	 	(Telephone Number) 	 	 	 
    	 






- 12 - 

ACCEPTANCE 

The Issuer hereby accepts the subscription as set forth above
on the terms and conditions contained in this Private Placement Subscription
Agreement as of the _____day of April, 2014. 


	NAKED BRAND GROUP INC.

	 	  
	 	  
	Per:  	
	 	Authorized Signatory








- 13 - 

EXHIBIT “A” 

CANADIAN INVESTOR QUESTIONNAIRE 

	TO: 	NAKED BRAND GROUP INC. 
	  	(the “Issuer”) 
	  	  
	RE: 	Acquisition of Warrants (the
      “Securities”) 
	 	 


Capitalized terms used in this Questionnaire and not
specifically defined have the meaning ascribed to them in the Warrant Issuance
Agreement between the Subscriber and the Issuer to which this Exhibit A is
attached. 

In connection with the acquisition by the Subscriber (being the
undersigned, or if the undersigned is acquiring the Securities as agent on
behalf of a disclosed beneficial Subscriber, such beneficial Subscriber, shall
be referred herein as the “Subscriber”) of the Securities, the Subscriber
hereby represents, warrants and certifies to the Issuer that the Subscriber:


	 	(i) 	
      is acquiring the Securities as principal (or deemed
      principal under the terms of National Instrument 45-106 - Prospectus
      and Registration Exemptions adopted by the Canadian Securities
      Administrators (“NI 45-106”));

	 	 	 	 
	 	(ii) 	(A) 	
      is resident in or is subject to the laws of one of the
      following (check one):




	 	[   ] Alberta 	[   ] New Brunswick 	[   ] Prince Edward Island
  
	 	  	  	
	 	[   ] British Columbia 	[   ] Nova Scotia 	[   ] Quebec 
	 	 	 	 
	 	[   ] Manitoba 	[   ] Ontario and 	[   ] Saskatchewan 
	 	 	 	 
	 	[   ] Newfoundland Labrador 		  
	 		  	  
	 	[   ] United
      States:                                                                                                                    
      (List State of Residence) 


or 

	 	(B) 	
      [   ] is resident in a country other
      than Canada or the United States; and




	 	(iii) 	
      has not been provided with any offering memorandum in
      connection with the acquisition of the Securities.



In connection with the acquisition of the Securities of the
Issuer, the Subscriber hereby represents, warrants, covenants and certifies
that: 

	(a) 	
      the Subscriber is not a trust company or trust company
      registered under the laws of Prince Edward Island that is not registered
      or authorized under the Trust and Loan Companies Act (Canada) or
      under comparable legislation in another jurisdiction of Canada;
  and







- 14 - 

	(b) 	                     the Subscriber is an “accredited investor” within the
        meaning of NI 45- 106, by virtue of satisfying one of the following
        criteria (YOU MUST ALSO INITIAL OR PLACE A CHECK - MARK ON THE
    APPROPRIATE LINE BELOW).




	[   ] 	(a) 	
      a person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario) or the Securities Act (Newfoundland
      and Labrador), 

	  	  	  
	[   ] 	(b) 	an individual registered or formerly registered
      under the securities legislation of a jurisdiction of Canada as a
      representative of a person referred to in paragraph (a), 
	  	  	  
	[   ] 	(c) 	
      an individual who, either alone or with a spouse,
      beneficially owns financial assets having an aggregate realizable value
      that before taxes, but net of any related liabilities, exceeds $1,000,000,
      

	  	  	  
	[   ] 	(d) 	
      an individual whose net income before taxes exceeded
      $200,000 in each of the 2 most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the 2 most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar year,
    

	  	  	  
	[   ] 	(e) 	an individual who, either alone or with a
      spouse, has net assets of at least $5,000,000, 
	  	  	  
	[   ] 	(f) 	
      a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements and that has not been created or used solely
      to acquire or hold securities as an accredited investor as defined in this
      paragraph (f), 

	  	  	  
	[   ] 	(g) 	an investment fund that distributes or has
      distributed its securities only to 



	 	(i) 	
      a person that is or was an accredited investor at the
      time of the distribution,

	 	 	 
	 	(ii) 	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 [Minimum amount investment] of
      NI 45- 106, or 2.19 [Additional investment in investment funds] of NI 45-
      106, or

	 	 	 
	 	(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 [Investment fund reinvestment]
      of NI 45-106,




	[   ] 	(h) 	
      an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Québec, the securities regulatory authority, has issued a
      receipt, 

	  	  	  
	[   ] 	(i) 	
      a trust company or trust company registered or authorized
      to carry on business under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust company, as the case may be,
  

	  	  	  
	[   ] 	(j) 	a person acting on behalf of a fully managed
      account managed by that person, if that person 



	 	(i) 	
      is registered or authorized to carry on business as an
      adviser or the equivalent under the securities legislation of a
      jurisdiction of Canada or a foreign jurisdiction,
and







- 15 - 

	 	(ii) 	
      in Ontario, is acquiring a security that is not a
      security of an investment fund,




	[   ] 	(k) 	
      a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded, 

	  	  	  
	[   ] 	(l) 	an entity organized in a foreign jurisdiction
      that is analogous to the entity referred to in paragraph (a) in form and
      function, 
	  	  	  
	[   ] 	(m) 	
      a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors, 

	  	  	  
	[   ] 	(n) 	an investment fund that is advised by a person
      registered as an adviser or a person that is exempt from registration as
      an adviser, or 
	  	  	  
	[   ] 	(o) 	a person that is recognized or designated by
      the securities regulatory authority or, except in Ontario and Québec, the
      regulator as an accredited investor. 


The above representations and warranties will be true and
correct both as of the execution of this certificate and as of the closing time
of the purchase and sale of the Securities and acknowledges that they will
survive the completion of the issuance of the Securities. 

The Subscriber acknowledges that the foregoing representations
and warranties are made by the undersigned with the intent that they be relied
upon in determining the suitability of the Subscriber as a Subscriber of the
Securities and that this certificate is incorporated into and forms part of the
Agreement and the undersigned undertakes to immediately notify the Issuer of any
change in any statement or other information relating to the Subscriber set
forth herein which takes place prior to the closing time of the purchase and
sale of the Securities. 

By completing this certificate, the Subscriber authorizes
the indirect collection of this information by each applicable regulatory
authority or regulator and acknowledges that such information is made available
to the public under applicable legislation. 

DATED as of _______day of April, 2014. 


	Print Name of Subscriber (or person
      signing as agent) 
	 	  
	 	  
	By: 	 
	 	Signature 
	 	  
	 	  
	 	Title 







- 16 - 

EXHIBIT “B” 

FORM OF WARRANT CERTIFICATE