Exhibit 10.2


 





	 	Dated	11
    February 2020
	 	 	 
	 	DEED
    OF SUBORDINATION	 
	 	 	 
	 	NAKED
    BRAND GROUP LIMITED	 
	 	(Debtor)	 
	 	 	 
	 	BANK
    OF NEW ZEALAND	 
	 	(Senior
    Creditor)	 
	 	 	 
	 	and	 
	 	 	 
	 	ST.
    GEORGE INVESTMENTS LLC	 
	 	(Junior
    Creditor)	 


 




    	 



    	 



    


 


CONTENTS


 





	1.	INTERPRETATION	3
	2.	PARAMOUNTCY	7
	3.	SUBORDINATION	8
	4.	ASSIGNMENT	11
	5.	POWER
    OF ATTORNEY	11
	6.	REPRESENTATIONS	12
	7.	UNDERTAKINGS	12
	8.	NOTICES	13
	9.	GENERAL	14




 






    	 



    	 



    

 






THIS
DEED is dated 11 February 2020


 


PARTIES


 


	1.	NAKED
    BRAND GROUP LIMITED (a company registered in Australia with ACN 619 054 938) (the “Debtor”);
	 	 
	2.	BANK
    OF NEW ZEALAND (a company registered in New Zealand with company number 428849) (the “Senior Creditor”);
    and
	 	 
	3.	ST.
    GEORGE INVESTMENTS LLC (a company registered in Utah, United States of America with entity number 8931086-0160) (the “Junior
    Creditor”).


.


BACKGROUND


 


	A.	Financial
    accommodation has been made to Bendon Limited by the Senior Creditor and to the Debtor by the Junior Creditor.
	 	 
	B.	The
    Senior Security has been granted in respect of, among other things, Bendon Limited’s obligations to the Senior Creditor.
    The Debtor’s obligations to the Junior Creditor are unsecured.
	 	 
	C.	The
    Debtor and the Junior Creditor have agreed in favour of the Senior Creditor that, until the Termination Date, the Junior Debt
    is to be subordinated to the Senior Debt.


 


TERMS
OF THIS DEED


 


	1.	INTERPRETATION


 


	1.1	Definitions:
    In this Deed, unless the context otherwise requires:


 


“Business
Day” means a day (other than a Saturday or a Sunday) on which banks are open for business in Auckland.


 


“Creditors”
means the Senior Creditor and the Junior Creditor (and “Creditor” means either of them, as the context requires).


 


“Debt”
means, in relation to:


 


(a)
the Senior Creditor, the Senior Debt; or


 


(b)
the Junior Creditor, the Junior Debt.


 


“Documents”
means, in relation to:


 


(a)
the Senior Creditor, the Senior Documents; or


 


(b)
the Junior Creditor, the Junior Documents.


 


“Enforcement”
means the exercise by a Secured Creditor of any right available to it by way of enforcement or realisation of a security interest
under the Senior Security (including, without limitation, service of a notice under section 119 of the Property Law Act 2007),
appointment of a receiver, exercise of a right of set-off or claiming, proving or accepting payment in a liquidation or administration
of, the Debtor.


 


“Enforcement
Date” means the first day on which the Secured Creditor becomes entitled to exercise any right of Enforcement available
to it under the Senior Security.


 




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“Facility
Agreement” means the Senior Facility Agreement or the Junior Facility Agreement, as the context requires.


 


“Junior
Debt” means all present and future liabilities and indebtedness of the Debtor to the Junior Creditor, absolute, contingent
or otherwise, whether or not matured, whether or not liquidated, and whether or not owed solely or jointly by the Debtor or to
the Junior Creditor solely or jointly, including without limitation (a) liabilities and indebtedness which the Junior Creditor
acquires by purchase, security assignment or otherwise, (b) interest (including any capitalised interest), (c) damages, (d) claims
for restitution, (e) costs and (f) any obligation under a guarantee or indemnity.


 


“Junior
Documents” means each Junior Facility Agreement.


 


“Junior
Event of Default” means any default or event of default (howsoever defined or described) under any Junior Document.


 


“Junior
Facility Agreement” means the Junior Note Agreement, Junior Securities Purchase Agreement, the Junior Warrant and all
other loan facility agreements, deeds or documents entered into at any time between (among others) the Junior Creditor and the
Debtor and each other document constituting or evidencing any financial accommodation made available by the Junior Creditor to
the Debtor or the Junior Debt from time to time.


 


“Junior
Redemption Payments” means the monthly redemption payments (of no more than USD$600,000.00) beginning on the date that
is six months from the Purchase Price Date (as that term is defined in the Junior Note Agreement) by the Debtor to the Junior
Creditor pursuant to the Junior Note Agreement.


 


“Junior
Note Agreement” means the ‘Convertible Promissory Note’ dated on or about 11 February 2020 between the Junior
Creditor (as lender) and the Debtor (as borrower).


 


“Junior
Securities Purchase Agreement” means the ‘Securities Purchase Agreement’ dated on or about 11 February 2020
between the Junior Creditor (as company) and the Debtor (as investor).


 


“Junior
Warrant” means the “Warrant” dated on or about 11 February 2020 between the Junior Creditor (as investor)
and the Debtor (as company).


 


“Other
Property” means all of the Debtor’s assets and property, including any real property, but excluding the Personal
Property, that is subject to the Senior Security, and includes any part of it.


 


“Personal
Property” means all personal property of the Debtor that is subject to the Senior Security, and includes any part of
it.


 


“PPSA”
means the Personal Property Securities Act 1999.


 


“Secured
Property” means all Personal Property and Other Property.


 


“Senior
Debt” means all present and future liabilities and indebtedness of the Debtor to the Senior Creditor, absolute, contingent
or otherwise, whether or not matured and whether or not liquidated, including without limitation (a) any liability and indebtedness
documented under a Senior Document (b) liabilities which the Senior Creditor acquires by purchase, security assignment or otherwise,
(c) interest (including any capitalised interest), (d) damages, (e) claims for restitution and (f) costs.


 




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“Senior
Document” means each Senior Facility Agreement and each other ‘Transaction Document’ (however defined or
described) in the Senior Facility Agreement including, without limitation, each Senior Security.


 


“Senior
Event of Default” means any event of default (howsoever described) under any Senior Document.


 


“Senior
Event of Review” means any event of review (howsoever described) under any Senior Document.


 


“Senior
Facility Agreement” means the Facility Agreement dated 27 June 2016 (as amended from time to time) between, among others,
Bendon Limited (as initial borrower) and the Debtor (as initial guarantor), and all other loan facility agreement(s) between (among
others) the Senior Creditor and the Debtor from time to time and also includes each other document evidencing the provision of,
or setting out the terms that apply to, any Senior Debt (of whatever nature) made or to be made available by the Senior Creditor
to the Debtor from time to time (howsoever documented).


 


“Senior
Potential Event of Default” means any potential event of default (howsoever described) under any Senior Document.


 


“Senior
Security” means each guarantee or indemnity and each security interest granted by the Debtor or any other party in favour
of the Senior Creditor from time to time as security or support for the Senior Debt including, without limitation, the relevant
guarantees and securities described in Schedule 1, and any other document which constitutes a ‘Security Document’
as defined in the Senior Facility Agreement.


 


“Termination
Date” means, subject to clause 9.5, the date upon which the Senior Creditor confirms in writing to the Debtor that it
(i) has received final payment in full of all the Senior Debt and no circumstances exist which would cause it to believe on reasonable
grounds that any amount received in payment or repayment of the Senior Debt may be avoided or required to be paid or refunded
to a liquidator or similar person and (ii) is satisfied that it is not under any actual or contingent obligation to provide any
future financial accommodation to the Debtor.


 


	1.2	Construction
    of certain references: In this Deed, unless the context otherwise requires, any reference to:


 


a
Senior Event of Default, Senior Potential Event of Default, Senior Event of Review or Junior Event of Default “continuing”
is a reference to that Senior Event of Default, Senior Potential Event of Default, Senior Event of Review or Junior Event of Default
having occurred and not having been waived by the Senior Creditor or remedied to the Senior Creditor’s satisfaction;


 


“costs”
include all costs, fees, commissions, charges, losses, fines, damages, expenses (including any break costs and legal fees and
disbursements on a solicitor and own client basis) and taxes, including any interest or taxes on such costs;


 


the
“dissolution” of a person also includes the winding-up or liquidation of that person and any equivalent or
analogous procedure under the law of any jurisdiction in which that person is incorporated, domiciled, resident, carries on business
or has assets;


 




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a
“guarantee” also includes an indemnity, letter of credit, bond, third party security or any other obligation
(whatever called and of whatever nature) of any person to pay, purchase, provide funds (whether by the advance of money, the purchase
or subscription of shares or other securities, the purchase of assets or services or otherwise) for the payment or performance
of, indemnify against the consequences of default in the payment or performance of, or otherwise to be responsible or assume liability
for, any indebtedness or obligation of any other person;


 


“indebtedness”
includes any obligation (whether present or future, actual, absolute, prospective, contingent or otherwise, secured or unsecured,
and whether incurred alone, severally, jointly or jointly and severally, as principal or surety or otherwise) relating to the
payment or repayment of, or arising in connection with, money borrowed, raised or otherwise owing, or under any finance lease,
redeemable preference share, letter of credit, guarantee or indemnity or any financial accommodation whatsoever and “indebted”
shall be construed accordingly;


 


“law”
includes any common law, equity and statute;


 


“person”
includes any individual, any association of persons (whether corporate or not), any trust and any state or agency of a state (in
each case whether or not having separate legal personality);


 


“real
property” includes all freehold and leasehold land, all estates and interests in land and buildings, structures and
fixtures (including trade fixtures) for the time being on that land;


 


a
“receiver” includes a receiver and manager;


 


“security
interest” includes any security interest (as defined in section 17(1)(a) of the PPSA), interest in real property of
a security nature, assignment, mortgage, charge, pledge, lien, hypothecation, encumbrance and any deferred purchase, title retention,
finance lease, flawed asset arrangement, sale-and-repurchase or sale-and-leaseback arrangement and any other arrangement the economic
effect of which is to secure a creditor;


 


“writing”
includes an email communication and any means of reproducing words in a tangible and visible form;


 


the
terms “at risk”, “collateral”, “default”, “financing change
statement”, “financing statement”, “perfection”, “personal property”,
“possession”, “proceeds” and “seriously misleading” each have the meaning
given to them in the PPSA;


 


any
document or agreement includes such document or agreement as amended, restated, modified, novated or replaced from time to time;


 


any
enactment includes that enactment as amended, modified and/or replaced from time to time;


 


a
party to this Deed or any other document or agreement includes a reference to that party’s successors and permitted assigns;
and


 


the
singular includes the plural and vice versa.


 


	1.3	References
    to legislation: In this Deed, any reference to New Zealand legislation (including the Companies Act 1993, Contract and
    Commercial Law Act 2017, PPSA and Property Law Act 2007) includes the equivalent legislation in any other applicable jurisdiction,
    including for the avoidance of doubt, Australia and Utah, United States of America.


 




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	1.4	Headings:
    Headings and the table of contents shall be ignored in construing this Deed.


 


	2.	PARAMOUNTCY
	 	 
	2.1	Arrangements
    not affected: The subordination and priority arrangements in this Deed will have effect in each and every circumstance
    notwithstanding:


 





	 	(a)	any
    rule of law or equity to the contrary (including, but not limited to, any application of the rule in Clayton’s Case
    (1816) 1 Mer. 529 or the rule in Hopkinson v Rolt (1861) 9 H.L. Case. 514);
	 	 	 
	 	(b)	any
    sums which may from time to time be paid to the credit of any account or accounts of the Debtor with a Secured Party;
	 	 	 
	 	(c)	the
    fact that any account or accounts of the Debtor with a Secured Party may at any time or times be or appear to be in credit;
	 	 	 
	 	(d)	any
    time or waiver granted to, or composition with the Debtor or other person;
	 	 	 
	 	(e)	the
    fact that any security interest is not enforceable, or any unenforceability, illegality or invalidity of an obligation of
    the Debtor to the Senior Creditor;
	 	 	 
	 	(f)	the
    fact that any part of the money secured by a Security may be advanced or re-advanced after the date of the other Security
    or after notice of that Security to the other Secured Party or after money has been advanced under a Security; or
	 	 	 
	 	(g)	any
    other matter which might otherwise alter or postpone the priority of the Senior Security.


 


	2.2	Inconsistent
    provisions not to apply:


 


	 	(a)	Any
    provision in any Junior Facility Agreement or any other agreement or arrangement entered into before or after the date of
    this Deed which is inconsistent with the terms of this Deed, will, for so long as this Deed is in effect, be superseded or
    varied to the extent necessary to give full effect to these arrangements.
	 	 	 
	 	(b)	The
    Junior Creditor agrees that the failure by the Debtor to comply with any obligation or undertaking of the Debtor in a Junior
    Document or any other agreement or arrangement entered into before or after the date of this Deed which is restricted or subordinated
    pursuant to this Deed shall not constitute a Junior Event of Default, provided that nothing in this clause 2.2(b) will prevent
    the Junior Creditor from taking the action permitted under clause 3.5.





 


	2.3	Amendments
    to Senior Documents: Each of the Debtor and the Junior Creditor agrees for the benefit of the Senior Creditor that the
    provisions of this Deed shall not be impaired, discharged or otherwise affected by any amendment, restatement or supplement
    to any Senior Document.


 




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	3.	SUBORDINATION
	 	 
	3.1	Subordination
    of Junior Debt: The Debtor and the Junior Creditor covenant for the benefit of the Senior Creditor that the Junior Debt
    is and shall at all times be subordinated and subject in point of priority and right of payment to the prior payment in full
    of the Senior Debt. For the avoidance of doubt, the Junior Creditor agrees that:


 


	 	(a)	for
    the purposes of section 313(3) of the Companies Act 1993, it is accepting a lower priority in respect of the Junior Debt than
    that which it might otherwise have under section 313; and
	 	 	 
	 	(b)	nothing
    in section 313 will prevent this Deed from having effect in accordance with its terms.


 





	3.2	Debtor’s
    undertakings: Subject to clause 3.5, the Debtor covenants for the benefit of the Senior Creditor that it will not:


 


	 	(a)	directly
    or indirectly make any payment or distribution to, or to the order of, the Junior Creditor in respect of any of the Junior
    Debt or under any Junior Document (including, without limitation, under any guarantee or indemnity in relation to any Junior
    Document);
	 	 	 
	 	(b)	create
    or suffer or permit to exist any security interest, guarantee, indemnity or other assurance against financial loss in respect
    of the Junior Debt;
	 	 	 
	 	(c)	amend,
    supplement, novate or release any of the Junior Documents;
	 	 	 
	 	(d)	take
    or omit any action whereby the subordination contemplated by this Deed may be impaired or terminated;
	 	 	 
	 	(e)	purchase
    or acquire any of the Junior Debt;
	 	 	 
	 	(f)	enter
    into any agreement (other than any Junior Facility Agreement in the form reviewed by the Senior Creditor as at the date of
    this Deed) that constitutes or evidences any Junior Debt without the prior written consent of the Senior Creditor;
	 	 	 
	 	(g)	assign,
    sell, novate or transfer any of its rights or obligations in respect of any Junior Debt or under any Junior Document without
    the Senior Creditor’s prior written consent;
	 	 	 
	 	(h)	discharge
    any of the Junior Debt by way of set-off; or
	 	 	 
	 	(i)	make
    available to the Junior Creditor any financial accommodation (of whatever nature).


 





	3.3	Junior
    Creditor’s undertakings: Subject to clause 3.5, the Junior Creditor covenants for the benefit of the Senior Creditor
    that it will not:


 


	 	(a)	demand,
    accelerate, declare to be due and owing, ask or sue for, take or receive payment or distribution or take or accept any assets
    in respect of, all or any of the Junior Debt, directly or indirectly and whether in any composition by the Debtor with its
    creditors, by exercise of set-off, counterclaim, merger or consolidation of accounts or in any other manner;
	 	 	 
	 	(b)	make
    any claim or demand in respect of any guarantee or indemnity in any Junior Document;
	 	 	 
	 	(c)	prove
    in competition with the Senior Creditor in the dissolution of the Debtor;
	 	 	 
	 	(d)	take,
    accept or receive the benefit of any security interest, guarantee, indemnity or other assurance from any person against financial
    loss in respect of the Junior Debt;
	 	 	 
	 	(e)	exercise
    any right or make any claim or demand in respect of any guarantee or indemnity in any Junior Document;
	 	 	 
	 	(f)	amend,
    supplement, terminate or release any of the Junior Documents;


 




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	 	(g)	create
    or suffer or permit to exist any security interest over or affecting any of its right, title or interest in any of the Junior
    Debt;
	 	 	 
	 	(h)	claim,
    prove or accept payment in composition by, or in a liquidation or administration of, the Debtor;


 





	 	(i)	initiate
    or support or take any step with a view to:


 


	 	(i)	any
    insolvency, liquidation, reorganisation, administration or dissolution proceedings of the Debtor;
	 	 	 
	 	(ii)	any
    voluntary arrangement or assignment for the benefit of creditors; or
	 	 	 
	 	(iii)	any
    similar proceedings involving the Debtor whether by petition, convening a meeting, voting for a resolution or otherwise;


 





	 	(j)	receive
    any financial accommodation (of whatever nature) from the Debtor;
	 	 	 
	 	(k)	enter
    into any agreement (other than any Junior Facility Agreement in the form reviewed by the Senior Creditor as at the date of
    this Deed) that constitutes or evidences any Junior Debt without the prior written consent of the Senior Creditor;
	 	 	 
	 	(l)	assign,
    sell, novate or transfer any of its rights or obligations in respect of any Junior Debt or under any Junior Document without
    the Senior Creditor’s prior written consent;
	 	 	 
	 	(m)	bring
    or support any legal proceedings against the Debtor, or otherwise exercise any remedy for the recovery of any Junior Debt;
    or
	 	 	 
	 	(n)	take
    or omit any action whereby the subordination contemplated by this Deed may be impaired or terminated.


 


	3.4	Postponement
    absolute: The provisions of clauses 3.1 to 3.3 shall apply notwithstanding that any amount owing to the Junior Creditor
    may have become due and payable because of the making of demand for payment or the maturity of such debt or the occurrence
    of a default under a Junior Document or otherwise.
	 	 
	3.5	Permitted
    Actions: Notwithstanding anything in this Deed to the contrary:


 





	 	(a)	the
    Junior Creditor may declare a Junior Event of Default if the Debtor fails to pay a Junior Redemption Amount in accordance
    with clause 8 of the Junior Facility Agreement;
	 	 	 
	 	(b)	the
    Debtor may only pay the Junior Redemption Payments to the Junior Creditor prior to the Termination Date, provided that such
    payments are funded in full by the issue of new equity in the Debtor (and for the avoidance of doubt, not by any debt instrument)
    and no Senior Event of Default, Senior Potential Event of Default or Senior Event of Review has occurred and is continuing
    as at the date of relevant payment;
	 	 	 
	 	(c)	the
    Junior Creditor may convert all or any portion of the Outstanding Balance into Ordinary Shares (as each of those capitalised
    terms are defined in the Junior Note Agreement) in accordance with the Junior Note Agreement or exchange all or any portion
    of the Outstanding Balance for Ordinary Shares pursuant to one or more exchange transactions pursuant to Section 3(a)(9) of
    the United States Securities Act of 1933, as amended, to be agreed by the Debtor and the Junior Creditor; and
	 	 	 
	 	(d)	the
    Junior Creditor may bring a legal proceeding against the Debtor but only for: (i) specific performance wherein the Junior
    Creditor seeks to cause the Debtor to deliver Ordinary Shares pursuant to the Junior Creditor’s rights to receive Ordinary
    Shares described in clause 3.5(b) above; or (ii) specific performance wherein the Junior Creditor seeks an injunction prohibiting
    the Debtor from issuing Ordinary Shares as described in clause 10.3 of the Junior Securities Purchase Agreement.



 









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	3.6	Turnover:
    If the Junior Creditor:


 


	 	(a)	receives
    or recovers a payment or distribution in cash or in kind of, or on account of, any Junior Debt; or
	 	 	 
	 	(b)	accepts
    any assets in respect of any Junior Debt; or
	 	 	 
	 	(c)	receives
    a discharge of any of the Junior Debt by the exercise of any rights against the Debtor (whether of set-off, combination of
    accounts or otherwise),


 


which
is not permitted by the provisions of this Deed, whether upon the dissolution of the Debtor or for any other reason, then the
Junior Creditor shall hold each such payment and any such assets (or, if any of the Junior Debt is discharged by set-off or otherwise,
an amount equal to the discharge) on trust as bare trustee for the Senior Creditor and will pay the relevant amount (plus interest
(if any)) and turn over the relevant funds and/or assets to the Senior Creditor in or towards the discharge of the Senior Debt.
Any such amount paid, or the value of any such assets held, by the Junior Creditor on account of being trustee for the benefit
of the Senior Creditor and paid over to the Senior Creditor shall be treated, for the purposes of the obligations of the Debtor
in respect of the Junior Debt, as if it had not been paid or turned over by the Debtor. The Junior Debt shall accordingly be deemed
not to be discharged to that extent.


 


	3.7	Perpetuity
    Period of Trust: The trust constituted by clause 6.6 of this Deed shall be for a term of 21 years from the date of this
    Deed.
	 	 
	3.8	Duties
    of the Junior Creditor as trustee: Pending the payment by the Junior Creditor to the Senior Creditor of any of the Junior
    Debt so taken or received or the turning over of any assets so accepted by the Junior Creditor, the Junior Creditor shall:





 


	 	(a)	not
    co-mingle any such amount to be paid or any assets to be turned over to the Senior Creditor with its other assets; and
	 	 	 
	 	(b)	place
    any such amount to be paid to the Senior Creditor in a separate, interest-bearing account (to be designated as a trust account)
    with any bank or financial institution in New Zealand.


 


The
Junior Creditor as trustee shall account to the Senior Creditor for any of the Junior Debt so taken or received by it or assets
so accepted by it.


 


	3.9	Failure
    of Trust: If and to the extent that the trust constituted by clause 6.6 of this Deed is for any reason not properly constituted
    or is otherwise not effective, the Junior Creditor agrees (on an indemnity basis) immediately on demand to pay to the Senior
    Creditor any of the Junior Debt so taken, recovered or received or any assets so accepted or any discharge received by the
    Junior Creditor as described in clause 6.6 of this Deed.
	 	 
	3.10	Exception
    - capitalisation of interest and fees: Nothing in this Deed is intended to prevent the Junior Creditor from charging interest
    or fees on or in connection with the Junior Debt in accordance with the terms of the Junior Documents (as at the date of this
    Deed), provided that such interest or fees are capitalised to the Junior Debt.


 




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	3.11	Deemed
    Waiver of Default:


 


Any
waiver or consent granted by or on behalf of the Senior Creditor at any time prior to the Termination Date in respect of the Senior
Documents will also be deemed to have been given by Junior Creditor if:


 


	 	(a)	in
    order for any such waiver or consent to take effect in accordance with its terms, such waiver or consent is required from
    the Junior Creditor; or
	 	 	 
	 	(b)	the
    act matter or thing the subject of the waiver or consent would, if such waiver or consent was not provided, result in a Junior
    Event of Default or a ‘Potential Event of Default’ (however described) under any Junior Document,
	 	 	 


in
each case, whether or not an Enforcement Date has already occurred.





 


	4.	ASSIGNMENT
	 	 
	4.1	Benefit
    and Burden of this Deed: This Deed shall be binding upon and enure for the benefit of the parties and their respective
    successors and any permitted assignee or transferee.
	 	 
	4.2	By
    the Debtor and the Junior Creditor: Neither the Debtor nor the Junior Creditor may assign or transfer any or all of their
    respective rights (if any) or obligations under this Deed without (i) obtaining the prior written consent of the Senior Creditor
    and (ii) procuring that any assignee or transferee enters into a deed of covenant with the other parties to this Deed in a
    form approved by the Senior Creditor, agreeing to be bound by this Deed in the place of the transferring party.
	 	 
	4.3	By
    the Senior Creditor: The Senior Creditor may assign any or all of its rights and benefits under this Deed subject to the
    requirement that any assignee enters into a deed of covenant with the Debtor and the Junior Creditor whereby the assignee
    agrees to be bound by this Deed as if it were the Senior Creditor.
	 	 
	5.	POWER
    OF ATTORNEY
	 	 
	5.1	The
    Junior Creditor irrevocably appoints (by way of security) the Senior Creditor, each officer and employee for the time being
    of the Senior Creditor whose title includes the term “manager” or “director” and any receiver appointed
    by the Senior Creditor severally to be its attorney (with full power to appoint substitutes and to sub-delegate), on its behalf
    and in its name or otherwise, at such time and in such manner as the attorney may think fit to do any thing which the Junior
    Creditor may be obliged to do or ought to do under this Deed and which the Junior Creditor fails to do within 3 Business Days
    of request, and generally in its name and on its behalf to carry into effect, complete or facilitate the exercise or purported
    exercise of all or any of the rights conferred on the Senior Creditor under this Deed (including without limitation by executing,
    delivering, registering and/or otherwise perfecting any release or agreement).
	 	 
	5.2	The
    Junior Creditor agrees to ratify and confirm anything an attorney lawfully does or causes to be done under clause 5.1, and
    to indemnify the Senior Creditor and each such attorney on demand against any cost or liability they may suffer or incur as
    a direct or indirect consequence of the lawful exercise of such power.


 




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	6.	REPRESENTATIONS
	 	 
	6.1	The
    Junior Creditor and the Debtor each make the following representations and warranties to the Senior Creditor on the date of
    this Deed:





 


	 	(a)	it
    has the power to enter into and perform, and has taken all necessary actions to authorise the entry into and performance of,
    this Deed and the transactions contemplated by it;
	 	 	 
	 	(b)	the
    entry into and performance by it of, and the transactions contemplated by, this Deed does and will not conflict with:


 


	 	(i)	any
    law or regulation applicable to it;
	 	 	 
	 	(ii)	its
    constitutional or establishment documents (as the case may be); or
	 	 	 
	 	(iii)	any
    agreement or instrument binding upon it or its assets; and


 





	 	(c)	true,
    complete and up-to-date copies of all Junior Documents have been provided to the Senior Creditor and there are no documents
    or agreements in place in relation to the Junior Debt which have not been disclosed in writing to the Senior Creditor prior
    to the date of this Deed;
	 	 	 
	 	(d)	its
    obligations under this Deed are legal, valid, binding and enforceable against it in accordance with the terms of this Deed,
    subject to equitable principles and laws affecting creditors’ rights generally; and
	 	 	 
	 	(e)	no
    security interest, guarantee, indemnity or other assurance against financial loss in respect of the Junior Debt has been granted
    or exists (whether registered or unregistered).


 


	7.	UNDERTAKINGS
	 	 
	7.1	Undertakings:
    Each of the Debtor and the Junior Creditor undertakes that it will:





 


	 	(a)	at
    its own cost, promptly execute and deliver to the Senior Creditor all agreements, consents or any other document whatsoever
    and do anything else that the Senior Creditor reasonably requires, to secure to the Senior Creditor the full benefit of this
    Deed;
	 	 	 
	 	(b)	not
    enter into any agreement (other than any Junior Facility Agreement, in each case, in the form reviewed by the Senior Creditor
    as at the date of this Deed) that constitutes or evidences any Junior Debt without the prior written consent of the Senior
    Creditor;
	 	 	 
	 	(c)	not
    assign, sell, novate or transfer any of its rights or obligations in respect of any Junior Debt or under any Junior Document
    without the Senior Creditor’s prior written consent; and
	 	 	 
	 	(d)	promptly
    notify the Senior Creditor in writing after it becomes aware of any Junior Event of Default occurring.


 







    	Page 12



    	 



    




 


	7.2	Further
    Assurance: The Junior Creditor undertakes that it will promptly and at its own cost execute and deliver to the Senior
    Creditor (or any receiver appointed by the Senior Creditor) all agreements, transfers, consents (of whatever nature), releases
    of caveats, assignments, security interests and other documents (including, without limitation, any priority registrations
    and/or filings), and do anything else that the Senior Creditor (or any receiver appointed by the Senior Creditor) reasonably
    considers necessary or desirable, in each case (i) to secure to the Senior Creditor the full benefit of this Deed, (ii) to
    assist with the Senior Debt being fully recovered from the realisation of the Secured Property or (iii) to remove any impediment
    to the exercise by the Senior Creditor of its rights under this Deed or the Senior Security;
	 	 
	7.3	Dissolution:
    In the event of the dissolution of the Debtor:


 





	 	(a)	the
    Senior Creditor may, and is irrevocably authorised on behalf of the Junior Creditor to, claim, enforce and prove for the Junior
    Debt, file claims and proofs, accept payments, give receipts and do all such things as the Senior Creditor sees fit to recover
    the Junior Debt and receive all payments and distributions in respect of the Junior Debt for application towards the Senior
    Debt;
	 	 	 
	 	(b)	the
    Junior Creditor shall take such action as may be required by the Senior Creditor in order to enable it to enforce payment
    of the Junior Debt and to collect and receive all payments and distributions in respect of the Junior Debt for application
    towards the Senior Debt; and
	 	 	 
	 	(c)	any
    payment or distribution of any nature that is payable or deliverable in respect of the Junior Debt shall be paid or delivered
    by the liquidator or other person making the distribution directly to the Senior Creditor until the Senior Debt has been irrevocably
    paid in full to the satisfaction of the Senior Creditor (subject to clause 3.1). The Junior Creditor will give all notices
    and do all things as the Senior Creditor may direct to give effect to this provision.





 


	8.	NOTICES
	 	 
	8.1	Each
    notice or other communication under this Deed is to be in writing and is to be made by facsimile, personal delivery, email
    or post to the addressee at the facsimile number or address, and marked for the attention of the person or officeholder (if
    any), set out below (or such other address, facsimile number and/or person as the relevant party may notify the other parties
    in writing from time to time):





 


	 	(a)
    	The
    Debtor


 


	 	 	Naked
    Brand Group Limited 
	 	Address:	c/o
        Bendon Limited

        Building
7C, Huntley Street

        NSW
2015, Australia

	 	Attention:	Anna
    Johnson


 


	 	(b)	The
    Junior Creditor


 


	 	 	St.
    George Investments LLC
	 	Address:	303
        East Wacker Drive, Suite 1040

        Chicago,
Illinois 60601

	 	Attention:	John
    Fife


 




    	Page 13



    	 



    

 


With
a copy to:


 


	 	 	Hansen
    Black Anderson Ashcraft PLLC
	 	Address:	3051
        West Maple Loop Drive, Suite 325

        Lehi,
Utah 84043

	 	Attention:	Jonathan
    Hansen


 





	 	(c)
    The Senior Creditor


 


	 	 	Bank
    of New Zealand
	 	Address:	Level
        5, Deloitte Centre, 80 Queen Street

        Auckland
1010

	 	Email:	Christian_Thomas@bnz.co.nz

        Amanda_Warrington@bnz.co.nz

	 	Attention:	Christian
    Thomas and Amanda Warrington


 


	8.2	A
    communication under this Deed will be effective:


 


	 	(a)	in
    the case of personal delivery, when delivered;
	 	 	 
	 	(b)	if
    posted, 3 Business Days, in the place of receipt, after posting (by airmail if to another country);
	 	 	 
	 	(c)	if
    made by facsimile, upon production of a transmission report by the machine from which the facsimile was sent which indicates
    complete transmission to the facsimile number of the recipient designated for the purposes of this Deed; and
	 	 	 
	 	(d)	if
    emailed, at the time the notifying party receives an acknowledgement of receipt of delivery from the recipient’s email
    address or (if earlier) two Business Days, in the place of receipt, after the email was sent (unless the notifying party receives
    an error message relating to the sending of the email before that time), otherwise, upon receipt by the notifying party of
    a non-automated confirmation of receipt of such notice from the recipient,


 


provided
that any communication received or deemed received after 5pm or on a day which is not a Business Day in the place to which it
is delivered, posted or sent shall be deemed not to have been received until the next Business Day in that place.


 


	9.	GENERAL
	 	 
	9.1	Amendments:
    This Deed may from time to time be amended if all parties agree in writing.
	 	 
	9.2	Remedies
    and waivers: Time is of the essence for this Deed but no failure to exercise, and no delay in exercising, any right or
    remedy of the Senior Creditor under this Deed is to operate as a waiver of such right or remedy, nor will any single or partial
    exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any right or remedy. No
    waiver by the Senior Creditor of any rights or remedies under this Deed is to be effective unless it is in writing signed
    by the Senior Creditor.


 




    	Page 14



    	 



    




 


	9.3	Partial
    invalidity: The illegality, invalidity or unenforceability of any provision of this Deed under any law will not affect
    the legality, validity or enforceability of that provision under any other law or the legality, validity or enforceability
    of any other provision.
	 	 
	9.4	Expiry:
    With effect from the Termination Date, this Deed shall terminate and the parties shall have no further obligations hereunder.
	 	 
	9.5	Reinstatement:
    If any payment received or recovered by a Creditor in respect of its Debt is avoided by law or has to be refunded to any liquidator
    or other person, that payment will be deemed not to have discharged the Senior Debt or the Junior Debt (as the context requires)
    in respect of which the payment was received or recovered and accordingly, if the Termination Date has occurred in such circumstances
    affecting the Senior Debt, then the Termination Date will be deemed not to have occurred.
	 	 
	9.6	Third
    party payments: If the Senior Creditor receives any amount otherwise than from the Debtor, the Senior Debt will not be
    deemed reduced by that amount until and except to the extent that it is applied towards the Senior Debt.
	 	 
	9.7	Disclosure
    of information: Each Creditor may disclose to the other such information about the Debtor, the Senior Security (in the
    case of the Senior Creditor), the facilities being provided to the Debtor and any related information as that Creditor thinks
    fit.
	 	 
	9.8	No
    requirement to enforce: The Senior Creditor may refrain from enforcing the Senior Security as long as it sees fit. The
    Junior Creditor waives any right it may have of first requiring the Senior Creditor (or any party on its behalf) to proceed
    against or enforce any other right or security or claim payment from any person before claiming the benefit of this Deed.
	 	 
	9.9	Senior
    Creditor’s discretion: The Senior Creditor (or any person on its behalf) may:





 


	 	(a)	apply
    any moneys or property received under this Deed or from the Debtor or any other person against the Senior Debt in such order
    as it sees fit;
	 	 	 
	 	(b)	hold
    in suspense any moneys or distributions received from the Junior Creditor under this Deed.





 


	9.10	Custody
    of documents: So long as the Senior Documents are in effect, the Senior Creditor will be entitled to hold any title documents,
    share certificates or similar original documents in respect of any Secured Property. The Senior Creditor has no responsibility
    to the Junior Creditor in connection with obtaining or maintaining custody of such documents.
	 	 
	9.11	Debtor:
    This Deed is given for the sole benefit of the Creditors and does not create any obligation or liability on the part of either
    Creditor to the Debtor.


 







    	Page 15



    	 



    




 


	9.12	Costs:


 


	 	(a)	The
    Debtor agrees to pay on demand all reasonable costs incurred by the Creditors in connection with the preparation, negotiation,
    execution and performance of this Deed, and all waivers under and amendments to this Deed.
	 	 	 
	 	(b)	The
    Debtor and the Junior Creditor (as the case may be) agree to pay on demand all costs incurred by the Senior Creditor in connection
    with the enforcement against the Debtor or the Junior Creditor (as applicable), or (in the case of the Debtor only) review
    and consideration, of the Senior Creditor’s rights under this Deed. For the avoidance of doubt, the Junior Creditor
    shall not be liable for any costs and expenses in connection with the enforcement against the Debtor.





 


	9.13	Contracts
    Privity: The parties acknowledge that, in terms of the Contract and Commercial Law Act 2017, this Deed is made for the
    benefit of and is intended to be enforceable by the Senior Creditor and any receiver appointed by it.
	 	 
	9.14	Counterparts:
    This Deed may be signed in any number of counterparts (including scanned PDF counterparts) all of which, when taken together,
    will constitute one and the same instrument. Any party may enter into this Deed by executing any such counterpart.
	 	 
	9.15	Delivery:
    For the purposes of section 9 of the Property Law Act 2007 and without limiting any other mode of delivery, this Deed will
    be delivered by each of the Debtor and the Junior Creditor immediately on the earlier of:


 


	 	(a)	physical
    delivery of an original of this Deed, executed by the relevant party, into the custody of the Senior Creditor or its solicitors;
    or
	 	 	 
	 	(b)	transmission
    by the relevant party, its solicitors or any other person authorised in writing by that party of a facsimile, photocopied
    or scanned copy of an original of this Deed, executed by that party, to the Senior Creditor or its solicitors.


 





	9.16	Copies:
    If any party transmits a facsimile, photocopied or scanned copy of this Deed to the Senior Creditor by way of delivery under
    clause 9.15:


 


	 	(a)	the
    other parties may rely on that copy as though it were the original copy; and
	 	 	 
	 	(b)	the
    transmitting party will, as soon as reasonably practicable thereafter, deliver to each other party the executed original of
    this Deed.


 


	9.17	Governing
    law: This Deed is to be governed by and construed in accordance with the laws of New Zealand and the parties submit to
    the non-exclusive jurisdiction of the courts of New Zealand.





 


EXECUTION
TO FOLLOW


 




    	Page 16



    	 



    

 


EXECUTED
as a deed


 


The
Debtor


 


	SIGNED,
    SEALED and DELIVERED as a DEED for and on behalf of NAKED BRAND GROUP LIMITED ACN 619 054 938 	)

        )

        )
	 
	by
    its attorney under power of attorney dated:	)

        )
	 
	 

        
	)

        )
	/s/
Justin Davis-Rice
	In
    the presence of:	 

        

        
	Signature
    of Attorney
	/s/	 	Justin Davis-Rice
	Witness
    signature	 	Name
    of Attorney (BLOCK LETTERS)
	 	 	 
	 	 	 
	Name
    of witness (BLOCK LETTERS)	 	 
	 	 	 
	Address
    of witness	 	 
	 	 	 
	Occupation
    of witness	 	 





 


The
Senior Creditor


 


	EXECUTED
    as a DEED for and on behalf of BANK OF NEW ZEALAND by its Attorneys	)

        )

        )
	/s/ Amanda
    Jane Washington
	in
    the presence of	)	Signature
	/s/	 	Amanda Jane Washington
	Witness
    signature	 	Name
    of Attorney
		 	 
	Full
    name	 	 
	 	 	/s/ Ennis John Young
	Address	 	Signature
	 	 	Ennis John Young
	Occupation	 	Name
    of Attorney


 


 Note:




 


-Person
authorised by constitution - signature must be witnessed


-Attorney
appointed under s181 Companies Act - signature does not need to be witnessed








 


	The
    Junior Creditor	 
	 	 
	EXECUTED
    as a DEED for and on behalf of	 
	ST.
    GEORGE INVESTMENTS LLC	 
	 	 	 
	By:
    	Fife
    Trading, Inc., its Manager	 
	 	 	 
	By:
    	/s/ John M. Fife	
	 	John
    M. Fife, President	 


 




    	Page 17