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






Exhibit 10.1

AMENDMENT AGREEMENT

THIS AGREEMENT dated effective the 22nd day of July,
2013 

AMONG: 

KALAMALKA PARTNERS LTD.,
101-2903 35th Avenue, Vernon, BC, V1T 2S7 

(the “Agent”) 

AND: 

NAKED INC., formerly
known as Naked Boxer Brief Clothing Inc., of 2-34346 Manufacturers Way,
Abbotsford, BC V2S 7M1 

(“Naked”) 

AND: 

NAKED BRAND GROUP INC.,
formerly known as Search By Headlines.com Corp, of 2-34346 Manufacturers Way,
Abbotsford, BC V2S 7M1 

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

AND: 

Each of the lenders set out in
Schedule A to this Agreement 

(each a “Lender” and
collectively, the “Lenders”)

WHEREAS: 

A.          the
parties entered into an agency and interlender agreement dated August 10, 2012
(the “Agency Agreement”) in connection with certain loans from the
Lenders to the Borrowers, as facilitated by the Agent; 

B.          the
parties wish to amend the Agency Agreement as set forth in this Agreement; 

NOW THEREFORE this Agreement witnesses that in
consideration of the mutual covenants and agreements hereinafter set forth and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows: 

ARTICLE 1 
CONSTRUCTION 


1.1         
Definitions. In this Agreement and any amendments
hereto, except as otherwise expressly provided or as the context otherwise
requires, capitalized terms not defined herein shall have the meanings ascribed
to such terms in the Agency Agreement and the schedules thereto (if any), as
amended, restated, or otherwise modified from time to time. 

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1.2         
Interpretation. Except as otherwise expressly provided or as the
context otherwise requires, the following principles of interpretation shall
apply to this Agreement. 

	 	(a) 	
      "This Agreement" means this amendment agreement as
      from time to time supplemented or amended by one or more agreements
      entered into pursuant to the applicable provisions of this Agreement
      together with all schedules and other attachments to it.

	 	 	 
	 	(b) 	
      Headings are inserted for convenience only and are not
      intended as a guide to interpretation of this Agreement.

	 	 	 
	 	(c) 	
      The word "including", when following any general
      term or statement, is not to be construed as limiting the general term or
      statement to the specific items or matters set forth or to similar items
      or matters, but rather as permitting the general term or statement to
      refer to all other items or matters that could reasonably fall within the
      broadest possible scope of the general term or statement.

	 	 	 
	 	(d) 	
      Words importing the masculine gender include the feminine
      or neuter, words in the singular include the plural, words importing a
      corporate entity include individuals, and vice
versa.



1.3         
Schedules. The list of Lenders set out as Schedule A to this
Agreement is incorporated into and forms a part of this Agreement. 

ARTICLE 2 
AMENDMENTS TO AGENCY AGREEMENT



2.1         
Change of Party Names. The parties hereby agree that all
references to “SBH” in the Agency Agreement are deleted and replaced with
“NBGI” to reflect the change of name of Search By Headlines.com Corp. to
Naked Brand Group Inc. The parties further agree that, for greater certainty,
all references to “Naked” in the Agency Agreement are references to Naked
Inc., formerly Naked Boxer Brief Clothing Inc. 

2.2         
Warrant Expiry. The parties hereby agree that Section 7A of the
Agency Agreement is deleted and replaced with: 

“Concurrently with the issuance of the
Notes, NBGI shall issue the following warrants (the “Warrants”): 

	 	(a) 	
      50,000 warrants entitling the holders thereof to purchase
      one (1) Common share with a par value of $0.001 in the capital of NBGI at
      a price of twenty-five cents (USD$0.25) per share until the earlier of
      4:00 p.m. Pacific time on August 10, 2017 and the occurrence of certain
      events set out in the form of certificate for the Warrants mutually agreed
      to by the Agent and NBGI, to be issued to the following holders:

	 	 	 	 
	 		(1) 	
      David Lund – 25,000 warrants;

	 	 	 	 
	 		(2) 	
      Bryce Stephens – 12,500 warrants; and

	 	 	 	 
	 		(3) 	
      John Nelson – 12,500 warrants.

	 	 	 	 
	 	(b) 	
      150,000 warrants entitling the holders thereof to
      purchase one (1) Common share with a par value of $0.001 in the capital of NBGI at a price of
      twenty-five cents (USD$0.25) per share until the earlier of 4:00 p.m.
      Pacific time on following August 10, 2018 and the occurrence of certain
      events set out in the form of certificate for the Warrants mutually agreed
      to by the Agent and NBGI, to be issued to the following holders:



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	 		(1) 	
      Darroch Investments Ltd. – 25,000 warrants;

	 	 	 	 
	 		(2) 	
      Laurie Darroch – 100,000 warrants; and

	 	 	 	 
	 		(3) 	
      Cathryn Jean Cope – 25,000 warrants.

	 	 	 	 
	 	(c) 	
      400,000 transferable warrants entitling the holders
      thereof to purchase one (1) Common share with a par value of $0.001 in the
      capital of NBGI at a price of twenty-five cents (USD$0.25) per share until
      the earlier of 4:00 p.m. Pacific time on August 10, 2017 and the
      occurrence of certain events set out in the form of certificate for the
      Warrants mutually agreed to by the Agent and NBGI, to be issued to the
      following holder:

	 	 	 	 
	 		(1) 	
      Kalamalka Partners Ltd. – 400,000 warrants.

	 	 	 	 
	 	(d) 	
      the Loan Facilitation Warrants, being 48,000 transferable
      warrants entitling the holders thereof to purchase one (1) Common share
      with a par value of $0.001 in the capital of NBGI at a price of
      twenty-five cents (USD$0.25) per share until the earlier of 4:00 p.m.
      Pacific time on August 10, 2017 and the occurrence of certain events set
      out in the form of certificate for the Warrants mutually agreed to by the
      Agent and NBGI, to be issued to the following holder:

	 	 	 	 
	 		(1) 	
      Kalamalka Partners Ltd. – 48,000 warrants.

	 	 	 	 
	 	(e) 	
      100,000 warrants entitling the holders thereof to
      purchase one (1) Common share with a par value of $0.001 in the capital of
      NBGI at a price of fifty cents (USD$0.50) per share until the earlier of
      4:00 p.m. Pacific time on the next Business Day following August 10, 2018
      and the occurrence of certain events set out in the form of certificate
      for the Warrants mutually agreed to by the Agent and NBGI, to be issued to
      the following holders:

	 	 	 	 
	 		(1) 	
      Darroch Investments Ltd. – 25,000 warrants;

	 	 	 	 
	 		(2) 	
      Laurie Darroch – 50,000 warrants; and

	 	 	 	 
	 		(3) 	
      Cathryn Jean Cope – 25,000 warrants.

	 	 	 	 
	 	(f) 	
      500,000 transferable warrants entitling the holders
      thereof to purchase one (1) Common share with a par value of $0.001 in the
      capital of NBGI at a price of fifty cents (USD$0.50) per share until the
      earlier of 4:00 p.m. Pacific time on the next Business Day following
      August 10, 2017 and the occurrence of certain events set out in the form
      of certificate for the Warrants mutually agreed to by the Agent and NBGI,
      to be issued to the following holders:

	 	 	 	 
	 		(1) 	
      Kalamalka Partners Ltd. – 500,000
  warrants.”



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2.3         
Further Advances. The parties hereby agree that Section
17.15 of the Agency Agreement is deleted and replaced with: 

“The Agent has no obligation to arrange for the Lenders or
alternate lenders to advance monies or otherwise extend credit to the
Borrowers.” 

2.4         
Subsequent Rounds. The parties hereby agree that Section 17.19
of the Agency Agreement is deleted and replaced with:

“The Agent will have a first right of
refusal to arrange subsequent comparable debt financing for the Borrowers for a
period of two (2) years from the date of the first advance under the Loan
Documents (the “RFR Period”). During the RFR Period, the Borrowers shall
present any offer(s) of debt financing to the Agent and the Agent shall have 72
hours from receipt of such offer(s) to advise the Borrowers if the Agent wishes
to exercise its right of first refusal and arrange for comparable financing for
the Borrowers. Additionally, during the one (1) year period following the RFR
Period, the Borrowers shall communicate their requirements for debt financing to
the Agent and provide the Agent with the opportunity to provide a proposal to
the Borrowers with respect to such debt financing. Any additional debt financing
shall be on such terms as agreed between the lending parties and the
Borrowers.

ARTICLE 3 
GENERAL PROVISIONS 


3.1         
Confirmation of Terms. The parties hereby confirm that
all other provisions of the Agency Agreement remain in force as set out in the
original document. 

3.2         
Counterparts. This Agreement may be signed in any number of
counterparts including, without limitation, by facsimile or e-mail, and all such
counterparts will be taken to comprise a single agreement. 

IN WITNESS WHEREOF the parties have executed this
Agreement to be effective as of the date first set out above. 

	KALAMALKA PARTNERS LTD. 	 	DARROCH INVESTMENTS LTD. 
	by its authorized signatory: 	 	by its authorized signatory: 
	   	 	 
	/s/ David Willis	 	/s/ Gregory Darroch
	David Willis, Director 	 	Gregory Darroch, Director 
	  	 	 
	NAKED INC. 	 	/s/
    David Lund
	by its authorized signatory: 	 	DAVID LUND 
	  	 	 
	/s/ Alexander McAulay	 	/s/ Bryce Stephens
	Alexander McAulay, CFO 	 	BRYCE STEPHENS 


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	NAKED BRAND GROUP INC. by its
      authorized signatory: 		/s/ John Nelson
	   	 	JOHN NELSON
  
	   	 	 
	/s/ Alexander McAulay	 	/s/ David Willis
	Alexander McAulay, CFO 	 	DAVID WILLIS



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SCHEDULE A 

LENDERS 

Darroch Investments Ltd. 

David Lund 

Bryce Stephens 

John Nelson 

David Willis 

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