Naked Brand Group Inc.: Exhibit 10.7 - Filed by newsfilecorp.com







	CONFIDENTIAL 	EXECUTION VERSION 


AMENDMENT TO SECURITY AGREEMENTS 

THIS AMENDMENT (this “Amendment”) is dated
April 4, 2014 (the “Amendment Date”) 

AMONG: 

NAKED BRAND GROUP INC., a
Nevada corporation 

(“NBGI”) 

AND: 

NAKED INC., a Nevada
corporation 

(“Naked” and together with
NBGI, the “Debtors”) 

AND: 

KALAMALKA PARTNERS LTD.
(“Kalamalka”), a British Columbia company 

WHEREAS: 

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

	 	 
	B. 	
      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
      lenders set forth therein (collectively, the “Kalamalka Lenders”),
      Kalamalka is the designated agent for the Kalamalka Lenders in respect of
      certain loans (the “Kalamalka Loans”) made by such lenders to the
      Debtors pursuant to certain secured convertible promissory notes, as such
      notes may be amended, amended and restated, supplemented or otherwise
      modified from time to time.

	 	 
	C. 	
      Pursuant to (i) that certain Security Agreement dated
      November 14, 2013 (as may be amended, amended and restated, supplemented
      or otherwise modified from time to time); (ii) that certain Amended and
      Restated Security 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), made by NBGI in favor of Kalamalka in
      its capacity as agent for the Kalamalka Lenders; (iii) that certain
      Security Agreement dated November 14, 2013 (as may be amended, amended and
      restated, supplemented or otherwise modified from time to time); and (iv)
      that certain Amended and Restated Security Agreement dated November 14,
      2013 (as may be amended, amended and restated, supplemented or otherwise
      modified from time to time), in each case of (iii) and (iv), made by Naked
      in favor of Kalamalka in its capacity as agent for the Kalamalka Lenders
      ((i) – (iv) collectively, the “Kalamalka Secured Documents”),
      Kalamalka was granted a Security Interest (as such term is defined in the
      Kalamalka Secured Documents and all liens created pursuant thereto) in
      certain collateral to secure the Kalamalka Loans. 

	 	 
	D. 	
      Pursuant to that certain Agency and Interlender Agreement
      dated as of the date hereof between CSD Holdings LLC (“CSD”), a
      Delaware limited liability company, and the lenders set forth therein
      (collectively, the “Bridge Lenders”), CSD is the designated agent
      for the Bridge Lenders in respect of certain secured loans (the “Bridge
      Loans”) made by such lenders to the Debtors pursuant to certain
      secured convertible promissory notes (such notes, as may be amended,
      amended and restated, supplemented or otherwise modified from time to
      time, the “Bridge Notes”). The Bridge Notes shall be converted into
      and exchanged (in whole or in part) into any other securities issued by
      NBGI in connection with the Offering (as defined below). 










	E. 	
      Pursuant to that certain Security Agreement dated as of
      the date hereof and made by NBGI in favor of CSD in its capacity as agent
      for the Bridge Lenders (such agreement, the “Bridge Secured
      Document”), CSD is granted a Security Interest (as such term is
      defined in therein) in certain collateral to secure the Bridge Loans (such
      security interest and all liens created pursuant thereto, the “Bridge
      Security”).

	 	 
	F. 	
      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 (the
      “Offering Debentures”).

	 	 
	G. 	
      In order to induce the Bridge Lenders to make the Bridge
      Loans to the Debtors, Kalamalka and the Debtors desire to enter into this
      Amendment, as applicable to the respective Kalamalka Secured Documents to
      which each Debtor is a party together with Kalamalka (as more specifically
      set forth in clause C above).



NOW THEREFORE THE PARTIES HERETO AGREE as follows: 

	1. 	
      Section 4.1(a) of each the Kalamalka Secured Documents is
      hereby amended by adding the following sentence at the beginning of the
      subsection:



“other than in connection with the
Bridge Notes and the Offering Debentures,”

	2. 	
      Section 7.2(c) of each of the Kalamalka Secured Documents
      is hereby amended and restated in its entirety to read as
  follows:





	
      “sell, lease, or otherwise dispose of the Collateral,
      except for the discounting of bills of exchange, discounting or factoring
      of receivables or other similar arrangements and sales of inventory,
      materials and equipment in the ordinary course of business”
  





	3. 	
      Section 18.3 of each of the Kalamalka Secured Documents
      is hereby amended by inserting the words “or pari passu” after the word
      “priority” in the first sentence of the first paragraph.

	 	 
	4. 	
      No Other Modification. The Kalamalka Secured
      Documents shall not be modified by this Amendment in any respect except as
      expressly set forth herein.

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

	 	 
	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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	7. 	
      Entire Agreement. This Amendment, together with
      each of the Kalamalka Secured Documents, 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] 

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