shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which it may otherwise be entitled. 28. Captions; Structure. Section headings used in this Agreement are for convenience of reference only and shall not in any way affect the interpretation of any section of this Agreement or of the Agreement itself. 29. Time is of the Essence. Time is of the essence with respect to the performance of the duties and obligations hereunder. 30. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall be construed as a single instrument. This Agreement may be executed by facsimile or other electronic transmissions, and signatures on any facsimile or electronic transmission copy hereof shall be deemed authorized original signatures. 13 Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015 Confidential Information has been omitted in places marked "[***]" and has been filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with the Commission under Rule 406 under the Securities Act of 1934, as amended. 31. No Third Party Beneficiaries. This Agreement is not for the benefit of any third party and shall be deemed not to give any right or remedy to such third party, whether referred to herein or not. 32. Recitals. The recitals contained in this Agreement are true and correct and are incorporated herein by reference. [SIGNATURE PAGE TO FOLLOW] 14 Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015 Confidential Information has been omitted in places marked "[***]" and has been filed separately with the Securities and Exchange Commission. Confidential Treatment has been