Naked Brand Group Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1 

AMENDMENT NO. 1 TO 

6% SENIOR SECURED CONVERTIBLE DEBENTURE

            THIS
AMENDMENT NO. 1 TO THE SENIOR SECURED CONVERTIBLE DEBENTURE (this “Amendment”)
is made effective as of the ___ day of ____________, 2015 (the “Effective
Date”), by and between Naked Brand Group Inc. (the “Company”) and the holder as
identified on the Omnibus Signature page to the Subscription Agreement, as
defined herein, (the “Holder” and together with the Company, the “Parties”).

RECITALS 

            WHEREAS,
the 6% Senior Secured Convertible Debenture (the “Convertible Debenture”) is the
convertible debenture referred to in the Subscription Agreement and the Security
Agreement (as hereinafter defined), and is entitled to the benefits thereof, is
secured as provided in the Security Agreement and is subject to conversion as
set forth herein; 

            WHEREAS, the Convertible Debenture is one of a series of
  senior secured convertible debentures of like tenor and ranking (collectively,
  the “Convertible Debentures”) made by the Company in favor of certain investors
  and issued, from time to time, all upon terms set forth in that certain
  Confidential Private Placement Memorandum dated May 2, 2014, as amended and
  supplemented (collectively, the “Memorandum”), which have been issued by the
  Company; and 

            WHEREAS, pursuant to a Notice to the Holders of the Convertible
  Debentures dated July 7, 2015, the Company has requested the written consent of
  the holders of more than fifty percent (50%) of the outstanding principal of the
  Convertible Debentures (the “Requisite Consent”) in order to amend Sections 3(e)
  and 6(n)(ii) of the Convertible Debentures in order to effect a change to (i)
  the automatic conversion provision and (ii) the definition of Permitted Liens;
  and 

            WHEREAS, the Company has received the Requisite Consent in order to amend
  Sections 3(e) and 6(n)(ii) of the Convertible Debentures.

            NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 

           
1.        All capitalized terms used in this
Amendment and not otherwise defined shall have the meanings set forth in the
Convertible Debenture.

            2.       
Section 3(e) of the Convertible Debenture is hereby deleted in its entirety and
replaced with the following Section 3(e): 

(e) Automatic Conversions.
Notwithstanding anything herein to the contrary, the unconverted principal
amount of Convertible Debentures, any outstanding accrued and unpaid interest
and any unpaid late charges, plus an additional amount of interest equal to six
(6) months’ of interest accruing under the terms of this Convertible Debenture,
shall automatically convert into Conversion Shares if the Automatic Conversion
Conditions have been satisfied. For the purposes of this paragraph, the
Automatic Conversion Conditions are: (i) the closing of any equity
offering or financing with aggregate gross proceeds to the Company of at least
$8,000,000 (the “Gross Proceeds Event”); or (ii) the VWAP of the Company’s
common stock exceeds $0.375 (subject to adjustment) per share for more than twenty (20)
consecutive Trading Days following the Initial Closing Date. For purposes
hereof, the Gross Proceeds Event may arise through one, or any combination or
series of transactions, with the gross proceeds to include any proceeds received
by the Company from the exercise of warrants currently outstanding as of the
date hereof.




            3.              
Section (6)(n)(ii) is modified to delete the “and” prior to (d) and add at end
of such section insert the following: , and; (e) liens securing the indebtedness
described in the definition of Permitted Indebtedness. 

            4.              
The Convertible Debenture as amended by this Amendment shall remain binding upon
the Company and its successors and assigns and shall inure to the benefit of the
Holder, its successors and its assigns.

            5.              
This Amendment shall be attached to and made a part of the Convertible
Debenture. All other terms, provisions and conditions of the Convertible
Debenture, as amended hereby, are hereby confirmed, ratified and approved,
provided, however, that in the event of any conflict between the terms and
conditions of the Convertible Debenture and this Amendment, the terms and
conditions of this Amendment shall control.

      
     6.              
This Amendment shall be construed in accordance with the laws of the State of
New York.

[Signature Page to follow] 

2



IN WITNESS WHEREOF, the Company has caused itsduly authorized officer to execute this  Amendment as of the date first written above.

NAKED BRAND GROUP INC.  

  

  

By:  ___________________

Name:

Title: