Naked is a wholly-owned subsidiary of NBGI operating a product manufacturing and distribution business for men’s clothing products.

The Borrowers have issued certain secured convertible promissory notes (the “Promissory Notes” or the “Kalamalka Notes”; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Promissory Notes) in the aggregate principal sum of $400,000 (the “Indebtedness”) to the Lenders in connection with that certain Agency and Interlender Agreement, dated as of August 10, 2012, as amended, among the Borrowers, Kalamalka Partners Ltd., as agent (the “Agent ”), and each of the Lenders; and NBGI has issued to the Agent and the Lenders certain warrants (the “Existing Warrants”) to purchase shares of common stock of NBGI (“Common Stock”), including certain Class D Warrants that are exercisable at a price of $0.50 (the “Class D Warrants”) that were issued to Darroch Investments Ltd. (“Darroch”), a Lender, and certain individuals designated by Darroch (such individuals, the “Darroch Designees”).

Naked requires additional funds to expand its inventory and sales operations, and, in order to raise funds for that purpose, NBGI desires to issue certain secured convertible promissory notes (the “Bridge Notes”) to a group of accredited investors (as defined in applicable U.S. federal securities legislation) (the “Bridge Investors”) in connection with an agency and interlender agreement to be dated as of even date herewith (the “Bridge Financing Transaction”).

Following the issuance of the Bridge Notes, NBGI intends to complete a round of equity financing through a private placement (the “Offering”) of certain secured convertible debentures (the “Offering Debentures”).

In connection with the Bridge Financing Transaction, the Borrowers desire to amend each of the Promissory Notes; and, as an inducement of the Lenders willingness to enter into this Amendment, NBGI shall issue to the Agent and the Lenders collectively three warrants per $1 of Indebtedness to purchase 1,200,000 shares of Common Stock in the aggregate at an exercise price equal to $0.15 and a term of five years from the initial closing date of the Offering (the “Closing”) and on such other terms as shall be described in the Offering Debentures (such warrants, the “New Warrants”). As a further inducement, NBGI has offered each of the Lenders the option to cancel any or all of their Existing Warrants and, in turn, receive New Warrants in replacement thereof, and Darroch has elected to cancel its Class D Warrants, as well as those of the Darroch Designees, and in turn, receive New Warrants in replacement thereof (on behalf of itself and the Darroch Designees).

Section 1 of each of the Promissory Notes is hereby amended by replacing “August 16, 2014” in the first sentence with “October 1, 2016” and replacing each reference in the second paragraph to “month” with “quarter”.

Section 1(b) of each of the Promissory Notes is hereby amended and restated in its entirety to read as follows:

Section 3(a) of each of the Promissory Notes is hereby amended and restated in its entirety to read as follows:

Section 3(b) of each of the Promissory Notes is hereby amended and restated in its entirety to read as follows:

Section 3(d) of each of the Promissory Notes is hereby amended by replacing “CAD$50,000” with “USD$200,000”.

Section 3(g) of each of the Promissory Notes is hereby amended by replacing “CAD$25,000” with “USD$25,000”.

Section 3(i) of each of the Promissory Notes is hereby amended by and restated in its entirety to read as follows:

Section 6 of each of the Promissory Notes is hereby amended by adding “and Section 6(m)” after “Section 6(b)” in the first sentence of the first paragraph.

Section 6(e) of each of the Promissory Notes is hereby deleted in its entirety .

Section 6(f) of each of the Promissory Notes is hereby amended by replacing the entire second sentence with the following:

Sections 6(l)(vi) and (vii) of each of the Promissory Notes are hereby amended by replacing “three (3)” with “ten (10)”.

Section 6(l)(viii) of each of the Promissory Notes is hereby deleted in its entirety.

Section 6(m) of each of the Promissory Notes is hereby deleted in its entirety and replaced to read as follows:

Section 7(a) of each of the Promissory Notes is hereby amended by and restated in its entirety to read as follows:

Section 7(c) of each of the Promissory Notes is hereby amended by deleting the word “or” at the end of subsection (iv), inserting the word “or” at the end of subsection (v) and adding the following as a new subsection (vi) at the end thereof:

Section 7(d) of each of the Promissory Notes is hereby amended by and restated in its entirety to read as follows:

Section 7(e) of each of the Promissory Notes is hereby amended by adding the following sentence at the beginning of the subsection:

Section 10 of each of the Promissory Notes is hereby is amended by replacing “fifty cents (USD$0.50)” with “twenty-five cents (USD$0.25)”.

Cancellation and Replacement of Existing Warrants. Immediately following the execution of this Amendment, Darroch (on behalf of itself and the Darroch Designees) shall have a one-time right to cancel all, but not less than all, of the Class D Warrants issued to Darroch and the Darroch Designees, and, in turn, receive (on behalf of itself and the Darroch Designees) New Warrants exercisable for a number of shares of Common Stock equal to the number shares of Common Stock for which such Class D Warrants are exercisable as of the date that is immediately prior to the date on which such right is exercised. Darroch may exercise the foregoing right upon NBGI receiving a written notice of Darroch’s election to do so within five (5) business days of the Amendment Date, in which case Darroch shall, and shall cause the Darroch Designees to, cooperate with NBGI to execute and deliver to NBGI any documents or agreements that are necessary to allow NBGI to cancel the Class D Warrants prior to or concurrently with the Offering and issue the New Warrants, in each case, in accordance with applicable law .

Payment of Outstanding Interest. All Interest (if any) under the Promissory Notes accrued and unpaid prior to the Amendment Date (the “Outstanding Interest”) shall be paid by the Borrowers on the earlier of June 15, 2014 and the Closing by wire transfer in immediately funds to the Agent’s Account (the “Payment Date”). Within ten (10) business days of the Amendment Date, NBGI shall prepare and submit to the Agent a statement (the “Estimated Statement”) of the Outstanding Interest. The Agent and NBGI shall cooperate and endeavor to resolve any disputes regarding the calculation of the Outstanding Interest; provided, however, that if the Agent and NBGI are not able to reach mutual agreement on or prior to the Payment Period, the Estimated Statement provided by NBGI shall be final and binding on all the parties hereto for purposes of determining the Outstanding Interest.

Issuance of New Warrants. The Borrowers shall issue the New Warrants to the Lenders prior to or concurrently with the Offering. The New Warrants shall be granted piggyback registration rights on any subsequent registration statement filed with the Securities and Exchange Commission (the “SEC”), including, without limitation, the registration statement that may be required to be filed with the SEC in connection with the Offering. The Lenders shall cooperate with the Borrowers to execute and deliver to the Borrowers any documents or agreements that are necessary to allow the Borrowers to issue the New Warrants to the Lenders in accordance with applicable law.

No Other Modification. The Promissory Notes shall not be modified by this Amendment in any respect except as expressly set forth herein.

Governing Law. This Amendment and all matters arising hereunder will be governed by the laws of British Columbia.

Counterparts. This Amendment may be executed and delivered (including by facsimile and other electronic transmission) in one or more counterparts, and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Entire Agreement. This Amendment, together with each of the Promissory Notes, constitutes the entire understanding of the parties hereto with respect to its subject matter and may not be modified or amended, except in writing by such parties.