SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 8th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 4, 2021, between Naked Brand Group Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Naked Brand Group Limited Up to $300,000,000 of Ordinary Shares Equity Distribution AgreementEquity Distribution Agreement • November 8th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
Naked Brand Group Limited, a company incorporated under the laws of Australia (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, ordinary shares, with no par value (“Ordinary Shares”), of the Company (the “Shares”) having an aggregate offering price of up to $300,000,000 on terms set forth herein. The Shares consist entirely of authorized but unissued Ordinary Shares to be issued and sold by the Company.
STOCK PURCHASE AGREEMENT BY AND AMONG NAKED BRAND GROUP LIMITED, CENNTRO AUTOMOTIVE GROUP LIMITED (A CAYMAN ISLANDS COMPANY), CENNTRO AUTOMOTIVE GROUP LIMITED (A HONG KONG COMPANY), CENNTRO AUTOMOTIVE CORPORATION, AND CENNTRO ELECTRIC GROUP, INC....Stock Purchase Agreement • November 8th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
This STOCK PURCHASE AGREEMENT, dated as of November 5, 2021 (this “Agreement”), is by and among Naked Brand Group Limited (ACN 619 054 938), an Australian company (“Parent”), Cenntro Automotive Group Limited, a Cayman Islands company limited by shares (“CAG”), Cenntro Automotive Group Limited, a Hong Kong private company limited by shares and a wholly owned subsidiary of CAG (“CAG HK”), Cenntro Automotive Corporation, a Delaware corporation and a wholly owned subsidiary of CAG (“CAC”), and Cenntro Electric Group, Inc., a Delaware corporation and a wholly owned subsidiary of CAG (“CEG”).
Relationship agreementNAKED BRAND GROUP LTD • November 8th, 2021 • Men's & boys' furnishgs, work clothg, & allied garments • New South Wales
SUPPORT AGREEMENTSupport Agreement • November 8th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of November 5, 2021, is entered into by and among Naked Brand Group Limited (ACN 619 054 938), an Australian company (“Parent”), Cenntro Automotive Group Limited, a Cayman Islands company limited by shares (“CAG”), and each undersigned shareholder of CAG (any such shareholder, a “Shareholder” and, together with Parent and CAG, the “Parties” and each a “Party”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Stock Purchase Agreement, dated as of November 5, 2021 (as amended, supplemented or otherwise modified from time to time, the “Stock Purchase Agreement” or the “SPA”), by and among Parent, CAG, and Cenntro Automotive Group Limited, a Hong Kong private company limited by shares and a wholly owned subsidiary of CAG (“CAG HK”), Cenntro Automotive Corporation, a Delaware corporation and a wholly owned subsidiary of CAG (“CAC”), and Cenntro Electric Group, Inc., a Delaware corporat
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
This LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of November 5, 2021, is made by and among NAKED BRAND GROUP LIMITED, an Australian company with its home office at Level 61, MLC Centre, 25 Martin Place Sydney, NSW 2000, Australia (“Lender”), and each of CENNTRO AUTOMOTIVE GROUP LIMITED, a Hong Kong private company limited by shares (“CAG HK”), CENNTRO AUTOMOTIVE CORPORATION, a Delaware corporation (“CAC”), and CENNTRO ELECTRIC GROUP, INC., a Delaware corporation (“CEG” and collectively with CAG HK and CAC, individually or collectively as the context may require, the “Borrower,” the “Borrowers” or the “Companies”), each having an address set forth in Item 4(d) of the Master Loan Schedule attached hereto (“Loan Schedule”). The Loan Schedule is hereby incorporated herein by reference and made a part of this Agreement.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 8th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
This LOCK-UP AGREEMENT (this “Agreement”) is made as of [•], 2021 by and among Naked Brand Group Limited (ACN 619 054 938), an Australian company (the “Parent”), and each other Person identified on Schedule A attached hereto (the “Schedule of Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2021 • NAKED BRAND GROUP LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021 and effective on the Business Combination Date, is by and among Naked Brand Group Limited (ACN 619 054 938), an Australian company (the “Company”), the undersigned buyers (the “Buyers”), the undersigned sellers (the “Sellers”), and the other holders (the “Other Holders” and, together with the Buyers and the Sellers, the “Holders”).
