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If ชุดนอนซีทรู the Merger Agreement is not executed by February 10, 2017, or the Merger is not consummated within six months thereafter (each a Merger Milestone), the Company will be required to issue to Bendon 2.5 million shares of common stock; provided, however, that the Company shall not be required to issue Bendon such shares if Bendons action(s) or lack thereof has been the principal cause of or resulted in the failure of the parties to achieve a Merger Milestone. Assuming Naked and Bendon enter into the Merger Agreement, the parties will look to seek shareholder approval from Nakeds shareholders in the first quarter of 2017, subject to SEC review of the proxy statement to be filed by the parties for the proposed transaction. About Naked: Naked was founded on one basic desire to create a new standard for how products worn close to the skin fit, feel, and function. Naked's women's and men's collections are available at www.wearnaked.com , and Naked has a growing retail footprint for its innovative and luxurious innerwear products in some of the leading online and department stores in North America including Nordstrom, Bloomingdale's, Dillard's, Soma, Saks Fifth Avenue, Amazon.com, BareNecessities.com, and more. In 2014, renowned designer and sleepwear pioneer Carole Hochman joined Naked as Chief Executive Officer, Chief Creative Officer, and Chairwoman with the goal of growing Naked into a global lifestyle brand. In June 2015, Naked announced a strategic partnership with NBA Miami HEAT (now Chicago Bulls) star Dwyane Wade. The 3-time NBA Champion, 11-time All Star, and Olympic Gold Medalist joined the Company's Advisory Board, and is the Creative Director for a signature collection of men's innerwear launching 2016. Naked is now headquartered in New York City and plans to expand in the future into other apparel and product categories that can exemplify the mission of the brand, such as activewear, swimwear, sportswear and more. http://www.nakedbrands.com/ About Bendon: Bendon is a global leader in intimate apparel and swimwear renowned for its best in category innovation in design, and technology and unwavering commitment to premium quality products throughout its 70-year history.

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