FORM OF SERIES A SENIOR SECURED CONVERTIBLE DEBENTURE
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS CONVERTIBLE
DEBENTURE SHOULD CAREFULLY REVIEW THE TERMS OF THIS CONVERTIBLE DEBENTURE,
INCLUDING SECTIONS 3(c)(iii) AND 14(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED
BY THIS CONVERTIBLE DEBENTURE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON
CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF
PURSUANT TO SECTION 3(c)(iii) OF THIS CONVERTIBLE DEBENTURE.
♦[If resident in Canada, the following legend is applicable: THE HOLDER OF THE
SECURITIES REPRESENTED HEREBY MUST NOT TRADE THE SECURITIES IN OR FROM A
JURISDICTION OF CANADA UNLESS THE CONDITIONS IN SECTION 13 OF MULTILATERAL
INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER THE COUNTER MARKETS ARE MET.]
NAKED BRAND GROUP, INC.
6% SENIOR SECURED CONVERTIBLE DEBENTURE
Issuance Date: _____________, 2014 Original Principal Amount: U.S. $[♦]
FOR VALUE RECEIVED, Naked Brand Group, Inc., a Nevada corporation (the
"Company" or "Maker"), hereby promises to pay to the order of ___________ or its
registered assigns ("Holder") the amount set out above as the Original Principal
Amount (as reduced pursuant to the terms hereof pursuant to redemption,
conversion or otherwise, the "Principal") when due, whether upon the Maturity
Date (as defined below), acceleration, redemption or otherwise (in each case in
accordance with the terms hereof) and to pay interest ("Interest") on any
outstanding Principal at the applicable Interest Rate (as defined below) from
the date set out above as the Issuance Date (the "Issuance Date") until the same
becomes due and payable, whether upon the Maturity Date, or acceleration,
conversion, redemption or otherwise (in each case in accordance with the terms
hereof). This 6% Senior Secured Convertible Debenture (including any 6% Senior
Secured Convertible Debenture issued in exchange, transfer or replacement
hereof, this ("Convertible Debenture") is one of an issue of 6% Senior Secured
Convertible Debentures issued pursuant to the Subscription Agreement (as defined
below) on the Initial Closing Date (as defined below) (collectively, the "Other
Convertible Debentures") and such other 6% Senior Secured Convertible
Debentures, if any, that have been issued pursuant to the Subscription Agreement
on one or more Additional Closing Dates that is not the Issuance Date
(collectively,