SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 17, 2013, by and between NAKED BRAND GROUP INC., a Nevada corporation, with headquarters located at 2-34346 Manufacturer's Way #2, Abbotsford, BC V2S 7M1 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 23, 2013, by and between Naked Brand Group, Inc., a Nevada corporation, with headquarters located at 34346 Manufacturer’s Way #2, Abbotsford, BC, Canada (the “Company”), and GEL PROPERTIES, LLC, a Delaware corporation, with its address at 16192 Coastal Highway, Lewes, DE 19958 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2013 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • Nevada
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 10, 2013, by and between NAKED BRAND GROUP, INC., a Nevada corporation, (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
ContractSubscription Agreement • December 8th, 2006 • Search by Headlines.com Inc. • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 27th, 2018 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • Nevada
This Indemnification Agreement (“Agreement”), dated as of March 26, 2018, is by and between NAKED BRAND GROUP INC., a Nevada corporation (the “Company”) and JULIE DALEY (the “Indemnitee”).
PURCHASE AGREEMENTPurchase Agreement • September 16th, 2013 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • Nevada
PURCHASE AGREEMENT (the “Agreement”), dated as of September 10, 2013, by and between NAKED BRAND GROUP INC., a Nevada corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
AGENCY AND INTERLENDER AGREEMENTAgency and Interlender Agreement • November 19th, 2013 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia
This AGENCY AND INTERLENDER AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) dated for reference November 14, 2013
NAKED BRAND GROUP, INC. FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of , 2014, is made by and between Naked Brand Group, Inc., a Nevada corporation (the “Company”) and the undersigned investor (the “Investor”).
SEARCH BY HEADLINES.COM CORP. FOURTH ADDENDUM TO LOAN AGREEMENTLoan Agreement • June 14th, 2012 • Search by HEADLINES.COM Corp. • Miscellaneous publishing
This Addendum will be governed by and construed in accordance with the laws of the Province of British Columbia and any federal laws of Canada applicable therein, and the Borrower and the Lender hereby attorn to the jurisdiction of the courts of competent jurisdiction of the Province of British Columbia in any proceeding hereunder.
ContractCommon Stock Purchase Warrant • December 16th, 2015 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • Nevada
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF NOBLE FINANCIAL GROUP, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER OR (B) CAUSE THIS PURCHASE WARRANT OR THE SHARES (DEFINED BELOW) TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SHARES, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2).
NAKED BRAND GROUP, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • June 11th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
This Subscription Agreement (the “Subscription Agreement”) is entered into by and between Naked Brand Group, Inc., a Nevada Corporation (the “Company” or “Naked”), and the Subscriber(s) whose name appears on the signature page to this Subscription Agreement (the “Subscriber” and, together with other subscribers to the Offering (as hereinafter defined), “Investors”).
SECURITY AGREEMENTSecurity Agreement • June 11th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • Nevada
This Security Agreement dated as of April ___, 2014 (the “Agreement”) by and among Naked Brand Group, Inc., a Nevada corporation (“Borrower”), with its primary place of business at 2-34346 Manufacturer’s Way, Abbotsford, BC VU2S7MI, and the parties listed on Schedule A hereto, which parties are also holders of a 6% Senior Secured Convertible Promissory Notes (the “Notes”) issued by Borrower (collectively, “Secured Parties”):
AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • August 6th, 2015 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
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.
LOAN AGREEMENTLoan Agreement • January 17th, 2012 • Search by HEADLINES.COM Corp. • Miscellaneous publishing • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the terms and conditions set out herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1,875,000 Shares of Common Stock Naked Brand Group, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 18th, 2015 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
Naked Brand Group, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Noble Financial Capital Markets and Dawson James Securities, Inc. are acting as representatives (the “Representatives”), an aggregate of 1,875,000 shares (the “Firm Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”). The Company has also granted to the Underwriters an option to purchase up to 281,250 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (the “Agreement”) are herein collectively referred to as the “Shares.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2012 • Search by HEADLINES.COM Corp. • Miscellaneous publishing • British Columbia
SEARCH BY HEADLINES.COM CORP., a corporation duly incorporated under the laws of the State of Nevada, having an address at 2-34346 Manufacturers Way, Abbotsford, BC V2S 7M1
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • July 27th, 2017 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments
This AMENDMENT NO. 1 to the AGREEMENT AND PLAN OF REORGANIZATION is entered into as of July 26, 2017 by and among Naked Brand Group Inc. (“Naked”), Bendon Limited (“Bendon”), Bendon Group Holdings Limited (“Holdco”), Naked Merger Sub Inc. (“Merger Sub”) and Bendon Investments Limited (“Principal Shareholder”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
GENERAL SECURITY AGREEMENTGeneral Security Agreement • January 17th, 2012 • Search by HEADLINES.COM Corp. • Miscellaneous publishing • British Columbia
NAKED BOXER BRIEF CLOTHING INC., a company incorporated under the Canada Business Corporations Act (Corporation No. 7177348) and having an address at 2-34346 Manufacturers Way, Abbotsford, British Columbia, Canada V2S 7M1
AMENDMENT TO PROMISSORY NOTEPromissory Note • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia
Search By Headlines.com hosting agreement with Webstrike Solutions P/L FeaturesSearch by Headlines.com Inc. • December 8th, 2006
COLLABORATION & ENDORSEMENT AGREEMENTCollaboration & Endorsement Agreement • July 31st, 2015 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
THIS COLLABORATION & ENDORSEMENT AGREEMENT (the “Agreement”) is dated as of this 15th day of June, 2015 (“Effective Date”), between The Naked Brands Group, Inc., a Delaware corporation (“Naked”), and Wade Enterprises, LLC (“Wade Enterprises”), an Alaska limited liability company f/s/o Dwyane Wade (“Athlete” and together with Wade Enterprises, collectively “Wade”). Wade Enterprises, Athlete and together with Naked, are each referred to herein as a “Party” and collectively, the “Parties”.
AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 23rd, 2018 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • April 29th, 2016 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
THIS CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) dated as of March 17, 2016, is made by and between Naked Brand Group Inc., a Nevada corporation, with its principal place of business at 95 Madison Ave, New York, NY (“Company”) and Michael Flanagan, an individual (“Employee”) serving as Chief Financial Officer of the Company. Company and Employee shall be referred to individually as a “Party” and collectively as the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • November 5th, 2012 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments
THIS CONSULTING, MARKETING and INVESTOR RELATIONS SERVICES AGREEMENT (this “Agreement”) is dated for reference the __1___ day of February, 2012 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
THIS AGREEMENT, dated as of June 6, 2014 (the “Agreement”), by and between Naked Brand Group, Inc., a corporation organized under the laws of Nevada (the “Company”), and Carole Hochman (the “Executive”).
WARRANT AGREEMENTWarrant Agreement • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
This WARRANT AGREEMENT (this “Agreement”), dated as of April 4, 2014, among KALAMALKA PARTNERS LTD., a British Columbia company (“Kalamalka”), NAKED BRAND GROUP INC., a Nevada corporation (“NBGI”), and NAKED INC., a Nevada corporation (“Naked” and together with NBGI, the “Borrowers”).
PERSONAL)Joint Factoring Agreement • September 14th, 2016 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments
In order to induce Wells Fargo Bank, National Association (“Factor”) to enter into the Joint Factoring Agreement, dated as of June 14, 2016 and all supplements and agreements related thereto, as amended, modified and supplemented from time to time (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Factoring Agreement”) with Naked Brand Group Inc., and Naked Inc. (individually and collectively, the “Client”) and/or to induce Factor to refrain at this time from terminating said Factoring Agreement and/or in consideration of any loans, advances, payment, extensions of credit, benefits or financial accommodations heretofore or hereafter made, granted or extended by Factor or which Factor have or will become obligated to make, grant or extend to or for the account of Client, the undersigned (and each of them if more than one) guarantees without deduction by reason of setoff, defense, or counterclaim of any party, or los
SECURITY AGREEMENTSecurity Agreement • August 22nd, 2012 • Search by HEADLINES.COM Corp. • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia
THIS SECURITY AGREEMENT (the “Agreement”) is dated August 10, 2012 and is made by SEARCH BY HEADLINES.COM CORP., a Nevada corporation (the “Debtor”), in favor of KALAMALKA PARTNERS LTD., a British Columbia company, in its capacity as agent for certain lenders (the “Lenders”) (in such capacity, the "Secured Party") and is granted by the Debtor in favour of the Secured Party pursuant to promissory notes made jointly and severally by the Debtor and NAKED BOXER BRIEF CLOTHING INC. (the “Co-Borrower”) in favour of the Lenders (as those notes may be amended, extended, renewed, replaced, restated and in effect from time to time the “Notes”) and evidencing loans made by the Lenders to the Debtor and the Co-Borrower on a joint and several basis.
ContractNaked Brand Group Inc. • December 31st, 2013 • Men's & boys' furnishgs, work clothg, & allied garments • British Columbia
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
COLLABORATION & ENDORSEMENT AGREEMENTEndorsement Agreement • November 5th, 2015 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
THIS COLLABORATION & ENDORSEMENT AGREEMENT (the “Agreement”) is dated as of this ___ day of June, 2015 (“Effective Date”), between The Naked Brands Group, Inc., a Delaware corporation (“Naked”), and Wade Enterprises, LLC (“Wade Enterprises”), an Alaska limited liability company f/s/o Dwyane Wade (“Athlete” and together with Wade Enterprises, collectively “Wade”). Wade Enterprises, Athlete and together with Naked, are each referred to herein as a “Party” and collectively, the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 7, 2014, between Naked Brand Group, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (the each a “Purchaser” and collectively, the “Purchasers”).
NOBLE FINANCIAL CAPITAL MARKETSLetter Agreement • July 7th, 2015 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • Florida
This letter agreement (this “Agreement”) will confirm the understanding and agreement between Naked Brand Group Inc. (the “Company”) and Noble Financial Capital Markets (“Noble”) as follows:
NAKED BRAND GROUP INC. 2014 LONG-TERM INCENTIVE PLAN AMENDED AND RESTATED OPTION AWARD AGREEMENTOption Award Agreement • August 26th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
THIS AMENDED AND RESTATED OPTION AGREEMENT (the “Agreement”) amends, restates, supersedes and replaces the Option Award Agreement, effective as of June 6, 2014 (the “Date of Grant”) between Naked Brand Group Inc., a Nevada corporation (the “Company”), and Carole Hochman (the “Participant”).
SECURITIES ACCOUNT CONTROL AGREEMENT (Bank Intermediary)Securities Account Control Agreement • September 14th, 2016 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • Minnesota
THIS SECURITIES ACCOUNT CONTROL AGREEMENT (this "Agreement") is entered into as of June 14, 2016, by and among CAROLE HOCHMAN ("Customer"), WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Investment Management and Trust Group ("Intermediary"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Trade Capital Operating Division ("Secured Party").
INTER-LENDER AGREEMENTInter-Lender Agreement • April 10th, 2014 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
This Inter-Lender Agreement (as may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of April 4, 2014, by and among CSD HOLDINGS LLC (“CSD”), a Delaware limited liability company, KALAMALKA PARTNERS LTD., a British Columbia company (“Kalamalka”), each of the persons listed on the signature pages hereof under the heading “Kalamalka Lenders” (collectively, the “Kalamalka Lenders”), and solely for the purposes of Sections 11, 12, 13, 14, 15 and 16 hereof, NAKED BRAND GROUP INC., a Nevada Corporation (“NBGI”), and NAKED INC., a Nevada corporation (“Naked”, and together with NBGI, the “Borrowers”). Kalamalka, CSD, the Kalamalka Lenders and, solely for the purposes of Sections 11, 12, 13, 14, 15 and 16 hereof, the Borrowers are each referred to herein as a “Party”, and collectively as the “Parties”.
