AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NAKED BRAND GROUP INC., BENDON LIMITED, BENDON GROUP HOLDINGS LIMITED, NAKED MERGER SUB INC. AND THE PRINCIPAL SHAREHOLDER DATED AS OF MAY 25, 2017Agreement and Plan of Reorganization • May 25th, 2017 • Naked Brand Group Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
THIS AGREEMENT AND PLAN OF REORGANIZATION (as the same may be amended from time to time, including all exhibits and schedules hereto, this “Agreement”) is made and entered into as of May 25, 2017, by and among Naked Brand Group Inc., a Nevada corporation (“Naked”), Bendon Limited, a New Zealand limited company (“Bendon”), Bendon Group Holdings Limited, an Australia limited company (“Holdco”), Naked Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Holdco (“Merger Sub”), and, solely for the purposes of Sections 2.28 and 5.18(b) hereof, Bendon Investments Limited, a New Zealand company and the owner of a majority of the outstanding shares of Bendon (the “Principal Shareholder”). Defined terms used in this Agreement are capitalized and are listed alphabetically in Article VIII, together with the section and, if applicable, subsection in which the definition of each such term is located.
