Naked Brand Group Inc. - Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2 

AMENDMENT TO 
WARRANT TO PURCHASE COMMON STOCK



            This
Amendment (this “Amendment”) to Warrant to Purchase Common Stock (the
“Warrant”), is made and entered into effective as of the Expiration Date
(as defined in this Amendment), by and between Naked Brand Group Inc., a Nevada
corporation (the “Company”), and the undersigned (the “Holder”).
Capitalized terms used but not otherwise defined herein shall have the same
meanings as set forth in the Warrant. 

            WHEREAS,
in connection with the Company’s tender offer with respect to the amendment and
exercise of issued and outstanding warrants to purchase shares of common stock
of the Company, including the Warrant, as set forth in that certain Offer to
Amend and Exercise Warrants to Purchase Common Stock dated July 7, 2015, a copy
of which has been delivered to the Holder (the “Offer to Amend and
Exercise”), the Company and the Holder desire to amend the Warrant as set
forth herein. 

           
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows: 

            1.       
Expiration Date. “Expiration Date” as used in the Warrant will
mean August 3, 2015, as may be extended by the Company in its sole discretion
but in all cases contemporaneous with any extension of the expiration date of
the Offer to Amend and Exercise. 

            2.       
Warrant Exercise Price. Section 1.1(b) of the Warrant is deleted and
replace in its entirety with the following: 

      “(b)
The “Warrant Exercise Price” shall be $0.10 per Warrant Share.” 

            3.       
Warrant Term. Section 1.1(c) of the Warrant is deleted and replace in its
entirety with the following: 

       “(c)
The “Warrant Term” shall mean from and after the date this Warrant is
originally issued until 9:00 p.m., Pacific time on the Expiration Date. The
exercise of this Warrant will be effective immediately following the expiration
of the Offer to Amend and Exercise (as defined below) at 9:00 p.m.., Pacific
Time, on the Expiration Date.” 

            4.       
Exercise. Section 1.2 of the Warrant is hereby amended and restated in
its entirety as follows: 

       “1.2        Exercise:

            (a)       
The purchase rights represented by this Warrant shall be deemed exercised by
delivery before the end of the Warrant Term, of all of the following: (i) a
signed copy of the Election to Consent, Participate and Exercise Warrant (as
defined in the Offer to Amend and Exercise Warrants to Purchase Common Stock
dated July 7, 2015 (the “Offer to Amend and Exercise”)), (ii) a signed
copy of an Accredited Investor Questionnaire (in the form required by the Offer
to Amend and Exercise), (iii) the original copy of this Warrant (or an Affidavit
of Loss and Indemnification Agreement in the form required by the Offer to Amend
and Exercise) for cancellation, and (iv) cash in the amount equal to $0.10 per
share multiplied by the number of Warrant Shares the Holder elects to purchase
(collectively, the “Acceptance and Exercise Documents”). The cash may be
tendered in the form of a check payable to Signature Bank (the “Escrow
Agent”), as Escrow Agent for the Company, or by wire transfer to the
Company’s escrow account at the Escrow Agent, as set forth in the Election to
Consent, Participate and Exercise Warrant. Each of the Acceptance and Exercise
Documents must be properly delivered, before the end of the Warrant Term to:
Naked Brand Group Inc., 95 Madison Avenue, 10th Floor, New York, New
York 10016, Attn: Michael Flanagan, Email: mike.flanagan@nakedbrandgroup.com (or
in the case of the cash exercise price,
pursuant to the wire or check delivery instructions set forth in the Election to
Consent, Participate and Exercise Warrant) (or in the case of the cash exercise
price, pursuant to the wire or check delivery instructions set forth in the
Election to Consent, Participate and Exercise Warrant). This Amendment shall be
deemed ineffective and null and void if all of the Acceptance and Exercise
Documents are not delivered in accordance herewith prior to the end of the
Warrant Term. 




            (b)       
Upon the exercise of this Warrant in compliance with the provisions of Section
1.2(a) hereof, the Company shall promptly issue and deliver to the person or
persons entitled to receive the same a certificate or certificates for that
number of Warrant Shares issuable upon such exercise. The rights under this
Warrant may not be exercised in part. 

            (c)       
No fractional shares or scrip representing fractional shares shall be issued
upon the exercise of the rights under this Warrant. In lieu of such fractional
share to which the Holder would otherwise be entitled, the Company shall make a
cash payment equal to the Exercise Price multiplied by such fraction.” 

	            5.        Lock-Up Period. The Warrant is hereby amended by
    adding a new Section 12 as follows:


       “12. Lock-Up Period.

           
  12.1        Lock-Up
Restrictions. The Holder agrees not to sell, make any Short Sale (as defined
below) of, loan, pledge, grant any option for the purchase of, or otherwise
dispose of any of the Warrant Shares issuable upon the exercise of this Warrant
without the prior written consent of the Company for a period of one hundred
twenty (120) days after the end of the Warrant Term (the “Lock-Up
Period”). For the avoidance of doubt, the Holder may transfer during the
Lock-Up Period any such Warrant Shares to any of its Affiliates in accordance
with Section 3, provided that such Affiliate(s) agree to be bound by the same
lock up restrictions. 

            12.2       
Stop-Transfer Instructions. In order to enforce this Section 12, the
Company may impose stop-transfer instructions with respect to the Warrant Shares
of the Holder (and the shares of every other holder subject to the restrictions
in this Section 12).” 

	            6.        Short Sales. The Warrant is hereby amended by
    adding a new Section 13 as follows: 


        “13. Short Sales.

            Until
  the expiration of the Lock-Up Period, other than with respect to the
  transactions contemplated herein, neither the Holder nor any Affiliate of such
  the Holder which (a) had knowledge of the transactions contemplated hereby, (b)
  has or shares discretion relating to such Holder’s investments or trading or
  information concerning such Holder’s investments, including in respect of the
  shares and warrants, and (c) is subject to such Holder’s review or input
  concerning such Affiliate’s investments or trading (collectively, “Trading
    Affiliates”) will directly or indirectly, alone or with any individual or
  corporation, partnership, trust, incorporated or unincorporated association,
  joint venture, limited liability company, joint stock company, government (or an
  agency or subdivision thereof) or other entity of any kind (collectively
  “Persons”), acting on behalf of or pursuant to any understanding with
  such Holder or Trading Affiliate, effect or agree to effect any Short Sales (as
  defined below) involving the Company’s shares of common stock or other
  securities of the Company. Notwithstanding the foregoing, in the case of a
  Holder and/or Trading Affiliate that is, individually or collectively, a
  multi-managed investment bank or vehicle whereby separate portfolio managers
  manage separate portions of such Holder’s or Trading Affiliate’s assets and the
  portfolio managers have no direct knowledge of the investment decisions made by
  the portfolio managers managing other portions of such Holder’s or Trading
  Affiliate’s assets, the covenants set forth above shall apply only with respect
  to the portion of assets managed by the portfolio manager that have knowledge
  about the transactions contemplated by this Warrant. For purposes hereof,
  “Short Sale” shall include, without limitation, all “short sales” as defined in Rule
  200 promulgated under Regulation SHO under the Securities Exchange Act of 1934,
  as amended, whether or not against the box, and all types of direct and indirect
  stock pledges, forward sale contracts, options, puts, calls, short sales, swaps,
  “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act)
  or similar arrangements (including on a total return basis), or sales or other
  transactions through non-U.S. broker dealers or foreign regulated brokers.” 

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            7.        Necessary Acts. Each party to this Amendment hereby agrees to perform any
further acts and to execute and deliver any further documents that may be
necessary or required to carry out the intent and provisions of this Amendment
and the transactions contemplated hereby. 

            8.        Governing Law. This Amendment will be governed by and construed under the
laws of the State of New York without regard to conflicts of laws principles
that would require the application of any other law. Any dispute arising out of
or in connection with this Amendment shall be exclusively adjudicated before a
court located in the County of New York and the parties hereto exclusively
submit to the exclusive jurisdiction and venue of the federal and state courts
of the State of New York located in the County of New York with respect to any
action or legal proceeding commenced by any party, and irrevocably waive any
objection they now or hereafter may have respecting the venue of any action or
proceeding brought in such a court or respecting the fact that such court is an
inconvenient forum and the Holder consents to the service of process in any such
action or legal proceeding by means of registered or certified mail, return
receipt requested, in care of the address set forth below or such other address
as the Holder shall furnish in writing to the Company 

            9.        Continued
Validity. Except as otherwise expressly provided herein, the Warrant shall
remain in full force and effect. 

      
     10.      Approval of Amendment; No Execution Required. By the Holder’s
execution and delivery of an Election to Consent, Participate and Exercise
Warrant electing therein to participate in the Offer to Amend and Exercise
together with the other Acceptance and Exercise Documents in accordance with the
terms of the Offer to Amend and Exercise, each of the Company and the Holder
shall be deemed to have authorized, approved and executed this Amendment.


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