Exhibit
4.1


 


FORM
OF WARRANT


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), FROM REPUTABLE COUNSEL, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
BY THE SECURITIES.


 


NAKED
BRAND GROUP LIMITED


 


Warrant
To Purchase Ordinary Shares


 


Warrant
No.:


Date
of Issuance: November                        , 2021 (“Issuance Date”)


 


Naked
Brand Group Limited, an Australian company (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,                        , the registered holder hereof or its permitted assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect,
upon exercise of this Warrant to Purchase Ordinary Shares (including any Warrants to Purchase Ordinary Shares issued in exchange, transfer
or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m.,
New York time, on the Expiration Date (as defined below), [49,900,200]1[32,435,130]2 (subject to adjustment
as provided herein), fully paid and non-assessable Ordinary Shares (as defined below) (the “Warrant Shares”). Except
as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of
the Warrants to purchase Ordinary Shares (the “SPA Warrants”) issued pursuant to that certain Securities Purchase
Agreement, dated as of November , 2021, as amended, by and among the Company and the investor(s) thereunder referred to therein (the
“Securities Purchase Agreement”).


 


 






1 Five-Year Warrant.


2 One-Year Warrant.




 




    	 



     


    

 


1.
EXERCISE OF WARRANT.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in
Section 1(f)), this Warrant may be exercised by the Holder on any day on or after the Issuance Date in whole or in part, by delivery
(whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this
Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date
of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so exercised (in respect of such specific exercise,
the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not
notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)).
The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery
of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original
of this Warrant certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining number of Warrant
Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation
of the original of this Warrant certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the
first (1st) Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit
by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B,
to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the second (2nd) Trading
Day following the date on which the Company has received such Exercise Notice, the Company shall, upon the request of the Holder, credit
such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with Depository Trust Company (“DTC”) through its Deposit/ Withdrawal at Custodian system. Upon delivery
of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s
DTC account. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then,
at the request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon
as practicable and in no event later than the date on which the Holder is credited with the Ordinary Shares issued upon exercise of the
Warrant, and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number
of Warrant Shares with respect to which this Warrant is exercised. No fractional Ordinary Shares are to be issued upon the exercise of
this Warrant, but rather the number of Ordinary Shares to be issued shall be rounded up to the nearest whole number. The Company shall
pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this
Warrant.


 


(b)
Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.7348, subject to adjustment as provided
herein.


 




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(c)
Company’s Failure to Timely Deliver Securities. To the extent permitted by law, the Company’s obligations to issue
and deliver the Ordinary Shares upon exercise of the Warrant in accordance with the terms hereof are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other person of any obligation to the Company or any violation or alleged violation
of law by the Holder or any other person, and irrespective of any other circumstance that might otherwise limit such obligation of the
Company to the Holder in connection with the issuance of the Ordinary Shares. Nothing herein shall limit the Holder’s right to
pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company’s failure to timely deliver the Ordinary Shares issuable upon exercise of
this Warrant as required pursuant to the terms hereof.


 


(d)
Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below):


 


(i)
the Holder may in its sole discretion (and without limiting the Holder’s rights and remedies contained herein or in any of the
other Transaction Documents (as defined in the Securities Purchase Agreement)), exercise this Warrant in whole or in part and, in lieu
of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price,
elect instead to receive upon such exercise the “Net Number” of Ordinary Shares determined according to the following formula:


 


Net
Number = (A x B) / C


 


;
and


 


(ii)
at any time after the six-month anniversary of the Issuance Date, when the previous day Closing Bid Price is higher than the Exercise
Price and there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant
Shares by the Holder, the Holder may in its sole discretion (and without limiting the Holder’s rights and remedies contained herein
or in any of the other Transaction Documents (as defined in the Securities Purchase Agreement)), exercise this Warrant in whole or in
part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate
Exercise Price, elect instead to receive upon such exercise the “Net Number” of Ordinary Shares determined according to the
following formula


 


Net
Number = (C - D) x A / C


 


(an
exercise pursuant to either clause (i) or (ii), a “Cashless Exercise”). For purposes of the foregoing formulas:


 


A
= the total number of shares with respect to which this Warrant is then being exercised.


 


B
= Black Scholes Value (as defined in Section 16 herein).


 




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C
= the Closing Bid Price of the Ordinary Shares as of two (2) Trading Days prior to the time of such exercise (as such Closing Bid Price
is defined in Section 16 herein), but in any event not less than $0.167 (as may be adjusted for stock dividends, subdivisions, or combinations
in the manner described in Section 2(a) herein).


 


D
= The Exercise Price, as adjusted hereunder.


 


(e)
Exercise Limitation. Notwithstanding anything herein to the contrary, in no event shall the Company be required to issue more
than [149,700,599]3[97,305,389]4 Ordinary Shares (as may be adjusted for stock dividends, subdivisions, or
combinations in the manner described in Section 2(a) herein), in the aggregate, upon exercise of this Warrant.


 


(f)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of
Warrant Shares to be issued pursuant to the terms hereof (including, without limitation, the Net Number), the Company shall promptly
issue to the Holder the number of Warrant Shares that are not disputed, provided that following such issuance to Holder such dispute
shall be resolved in accordance with Section 13.


 


(g)
Limitations on Exercises and Exchanges. Except in the event of the automatic exercise of this Warrant pursuant to Section 2(e),
notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable or exchangeable by the Holder
hereof to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 9.9% of the
number of Ordinary Shares outstanding after giving effect to the issuance of Ordinary Shares issuable upon exercise of the Warrants calculated
in accordance with Section 13(d) of the Exchange Act (the “Maximum Percentage”). To the extent the above limitation
applies, the determination of whether this Warrant shall be exercisable or exchangeable (vis-à-vis other convertible, exercisable
or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be exercisable or exchangeable
(as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of
the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise or exchange
this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to
any subsequent determination of exercisability or exchangeability. For the purposes of this paragraph, beneficial ownership and all determinations
and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance
with Section 13(d) of the Exchange Act (as defined in the Securities Purchase Agreement) and the rules and regulations promulgated thereunder.
The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph
to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial
ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum
Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of
Ordinary Shares shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent
of holders of a majority of its Ordinary Shares. For any reason at any time, upon the written or oral request of the Holder, the Company
shall within two (2) Business Days confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding, including
by virtue of any prior conversion or exercise or exchange of convertible or exercisable or exchangeable securities into Ordinary Shares,
including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement.


 


 






3 Five-Year Warrant.


4 One-Year Warrant.




 




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(h)
[Reserved]


 


(i)
Reservation of Shares; Insufficient Authorized Shares. The Company shall initially reserve out of its authorized and unissued
Ordinary Shares a number of Ordinary Shares equal to 200% of the maximum number of Warrant Shares issuable to satisfy the Company’s
obligations to issue Ordinary Shares hereunder, and the Company shall at all times keep reserved for issuance under this Warrant a number
of Ordinary Shares equal to 200% of the maximum number of Warrant Shares issuable to satisfy the Company’s obligation to issue
Ordinary Shares hereunder.


 


(j)
Activity Restrictions. For so long as Holder holds this Warrant or any Warrant Shares, Holder will not: (i) engage or participate
in any actions, plans or proposals which relate to or would result in (a) acquiring additional securities of the Company, alone or together
with any other Person, which would result in beneficially owning or controlling, or being deemed to beneficially own or control, more
than 9.9% of the total outstanding Ordinary Shares or other voting securities of the Company, (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving Company, (c) a sale or transfer of a material amount of assets of the Company,
(d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board, (e) any material change in the present capitalization or dividend
policy of the Company, (f) any other material change in the Company’s business or corporate structure, including but not limited
to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy
for which a vote is required by Section 13 of the Investment Company Act of 1940, (g) changes in the Company’s charter, bylaws
or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any Person, (h) causing
a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action, intention, plan or arrangement similar
to any of those enumerated above, or (ii) request the Company or its directors, officers, employees, agents or representatives to amend
or waive any provision of this Section 1(i); provided, however, that notwithstanding anything to the contrary contain in
clauses (i) and (ii) above, Holder may vote any Ordinary Shares owned or controlled by it, solicit any proxies, or seek to advise or
influence any Person with respect to any voting securities of the Company. Holder may only exercise this Warrant for a cash exercise
price if the trading price at the time of exercise is greater than the then applicable Exercise Price.


 




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2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT
SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time
to time as set forth in this Section 2.


 


(a)
Stock Dividends and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the date of the
Securities Purchase Agreement, (i) pays a stock dividend on one or more classes of its then outstanding Ordinary Shares or otherwise
makes a distribution on any class of capital stock that is payable in Ordinary Shares, (ii) subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its then outstanding Ordinary Shares into a larger number of shares or (iii) combines
(by combination, reverse stock split or otherwise) one or more classes of its then outstanding Ordinary Shares into a smaller number
of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of
Ordinary Shares outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the
record date for the determination of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause
(ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any
event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the
calculation of such Exercise Price shall be adjusted appropriately to reflect such event.


 


(b)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) or (b) of this Section
2, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same
as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained
herein). In addition, and notwithstanding anything to the contrary contained herein, upon a Cashless Exercise as set forth in Section
1(d) hereof, the number of Warrant Shares for which this Warrant is exercisable immediately following such Cashless Exercise shall be
equal to (i) the number of Warrant Shares for which this Warrant was exercisable immediately prior to such Cashless Exercise less
(ii) the number of Warrant Shares as to which such Cashless Exercise was exercised (such number of Warrant Shares in this clause
(ii) in respect of such Cashless Exercise being equal to “A” in such Cashless Exercise formula in respect of such Cashless
Exercise) and the number of such Warrant Shares issuable hereunder shall automatically be adjusted, as necessary, to enable to the Company
to comply with its obligations to issue the Net Number of Ordinary Shares under Section 1(d) hereof upon any Cashless Exercise hereunder.


 


(c)
Calculations. All calculations under this Section 2 shall be made by rounding to the nearest 1/10000th of cent and
the nearest 1/100th of a share, as applicable. The number of Ordinary Shares outstanding at any given time shall not include
shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale
of Ordinary Shares.


 




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(d)
Other Events. In the event that the Company shall take any action to which the provisions hereof are not strictly applicable,
or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions
of this Section 2 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine
and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights
of the Holder, provided that no such adjustment pursuant to this Section 2(d) will increase the Exercise Price or decrease the number
of Warrant Shares as otherwise determined pursuant to this Section 2, provided further that if the Holder does not accept such adjustments
as appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder
shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments,
whose determination shall be final and binding and whose fees and expenses shall be borne by the Company.


 


(e)
Automatic Exercise of Warrants. Immediately prior to the consummation of the Business Combination, this Warrant shall automatically
be exercised pursuant to a Cashless Exercise as provided in Section 1(d)(i)(A).


 


3.
RIGHTS UPON DISTRIBUTION OF ASSETS. In addition
to any adjustments pursuant to Section 2 above, if the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, indebtedness, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction, other than a distribution of Ordinary Shares covered by
Section 2(a)) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, provision
shall be made so that upon exercise of this Warrant, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete exercise
of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately
before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders
of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s
right to participate in any such Distributions would result in the Holder exceeding the Maximum Percentage, then the Holder shall not
be entitled to participate in such Distribution to such extent (or the beneficial ownership of any such Ordinary Shares as a result of
such Distribution to such extent) and such Distribution to such extent shall be held in abeyance for the benefit of the Holder until
such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage).


 




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4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells
any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number
of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined
for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in
any such Purchase Right would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result of such Purchase Right to such extent)
and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would
not result in the Holder exceeding the Maximum Percentage).


 


(b)
Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity
assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents related to this Warrant
in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance reasonably satisfactory to
the Holder, including agreements confirming the obligations of the Successor Entity as set forth in this paragraph (b) and (c) and elsewhere
in this Warrant and an obligation to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, which is exercisable
for a corresponding number of shares of capital stock equivalent to the Ordinary Shares acquirable and receivable upon exercise of this
Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise
price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary
Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares
of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to
the consummation of such Fundamental Transaction). Notwithstanding the foregoing, at the election of the Holder upon exercise of this
Warrant following a Fundamental Transaction, the Successor Entity shall deliver to the Holder, in lieu of the Ordinary Shares (or other
securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to
be receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of
common stock (or its equivalent) of the Successor Entity (including its Parent Entity), or other securities, cash, assets or other property,
which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been
exercised immediately prior to the applicable Fundamental Transaction; provided, however, that such amount of reserved Ordinary Shares
shall be limited by the Maximum Percentage of Ordinary Shares as set forth in Section 1(f).


 


(c)
Black Scholes Value – FT. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the
Holder delivered at any time commencing on the earliest to occur of (i) the public disclosure of any Fundamental Transaction, (ii) the
consummation of any Fundamental Transaction and (iii) the Holder first becoming aware of any Fundamental Transaction through the date
that is ninety (90) days after the public disclosure of the consummation of such Fundamental Transaction by the Company pursuant to a
Current Report on Form 6-K filed with the SEC, the Company or the Successor Entity, at the election of the Holder, shall purchase this
Warrant from the Holder on the date of the consummation of such Fundamental Transaction by paying to the Holder cash in an amount equal
to the Black Scholes Value – FT.


 




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(d)
Application. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and shall
be applied as if this Warrant (and any such subsequent warrants issued hereunder) were fully exercisable and without regard to any limitations
on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage, applied
however with respect to shares of capital stock registered under the Exchange Act and thereafter receivable upon exercise of this Warrant
(or any such other warrant)).


 


5.
NONCIRCUMVENTION. The Company hereby covenants
and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer
of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all
the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality
of the foregoing, the Company (i) shall not increase the par value of any Ordinary Shares receivable upon the exercise of this Warrant
above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and non-assessable Ordinary Shares upon the exercise of this Warrant, and (iii) shall, so long
as any of the SPA Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued
Ordinary Shares, solely for the purpose of effecting the exercise of the SPA Warrants, the maximum number of Ordinary Shares as shall
from time to time be necessary to effect the exercise of the SPA Warrants then outstanding; provided, however, that such amount of reserved
Ordinary Shares shall be limited by the Maximum Percentage of Ordinary Shares as set forth in Section 1(f).


 


6.
WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except
as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote
or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant
be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a shareholder of the
Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant.
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices
and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.


 




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7.
REISSUANCE OF WARRANTS.


 


(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the
Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as
the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. If, at the time of the surrender
of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant
to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible
for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company
may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provide to
the Company an opinion of counsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities
under the Securities Act.


 


(b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall
suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute
and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then
underlying this Warrant.


 


(c)
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office
of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of
such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional Ordinary
Shares shall be given.


 


(d)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such
new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right
to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or
Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of Ordinary Shares underlying the other new
Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall
have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same
rights and conditions as this Warrant.


 




    	10



     


    

 


8.
NOTICES. Whenever notice is required to be given
under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 5.4 of the Securities Purchase
Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in
reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company
will give written notice to the Holder (i) as soon as practicable upon each adjustment of the Exercise Price and the number of Warrant
Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15) days
prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Ordinary
Shares, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants,
securities, indebtedness, or other property pro rata to holders of Ordinary Shares or (C) for determining rights to vote with respect
to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information (to the extent it constitutes,
or contains, material, non-public information regarding the Company shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction.
To the extent that any notice provided hereunder (whether under this Section 8 or otherwise) constitutes, or contains, material, non-public
information regarding the Company, the Company shall simultaneously file such notice with the Commission (as defined in the Securities
Purchase Agreement) pursuant to a Current Report on Form 6-K. It is expressly understood and agreed that the time of execution specified
by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


 


9.
AMENDMENT AND WAIVER. Except as otherwise provided
herein, the provisions of this Warrant (other than Section 1(f)) may be amended and the Company may take any action herein prohibited,
or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder.
The Holder shall be entitled, at its option, to the benefit of any amendment of any other similar warrant issued under the Securities
Purchase Agreement. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.


 


10.
SEVERABILITY. If any provision of this Warrant
is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that
would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid
and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of
this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties
as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise
be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable
provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


 




    	11



     


    

 


11.
GOVERNING LAW. This Warrant shall be governed
by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance
of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of
any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state
and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall
be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction
to collect on the Company’s obligations to the Holder or to enforce a judgment or other court ruling in favor of the Holder. THE
COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


12.
CONSTRUCTION; HEADINGS. This Warrant shall be
deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings
of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. Terms used
in this Warrant but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing Date (as
defined in the Securities Purchase Agreement) in such other Transaction Documents unless otherwise consented to in writing by the Holder.


 


13.
DISPUTE RESOLUTION. In the case of a dispute
as to the determination of the Exercise Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or fair market value or the
arithmetic calculation of the Warrant Shares (as the case may be), the Company or the Holder (as the case may be) shall submit the disputed
determinations or arithmetic calculations (as the case may be) via facsimile (i) within two (2) Business Days after receipt of the applicable
notice giving rise to such dispute to the Company or the Holder (as the case may be) or (ii) if no notice gave rise to such dispute,
at any time after the Holder or the Company (as the case may be) learned of the circumstances giving rise to such dispute. If the Holder
and the Company are unable to agree upon such determination or calculation (as the case may be) of the Exercise Price, the Closing Sale
Price, the Closing Bid Price, the Bid Price or fair market value or the number of Warrant Shares (as the case may be) within three (3)
Business Days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder (as the case may
be), then the Company shall, within two (2) Business Days submit via facsimile (a) the disputed arithmetic calculation of the Warrant
Shares, the disputed determination of the Exercise Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or fair market
value (as the case may be) to an independent, reputable investment bank selected by the Holder, with the consent of the Company (which
may not be unreasonably withheld, conditioned or delayed), or (b) if acceptable to the Holder, the disputed arithmetic calculation of
the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment bank
or the accountant (as the case may be) to perform the determinations or calculations (as the case may be) and notify the Company and
the Holder of the results no later than ten (10) Business Days from the time it receives such disputed determinations or calculations
(as the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may be) shall be binding
upon all parties absent demonstrable error.


 




    	12



     


    

 


14.
REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES
AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available
under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to
comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument
other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and
the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject
to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore
agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other
security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to
enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without limitation,
compliance with Section 2 hereof). The issuance of shares as contemplated hereby upon the exercise of this Warrant shall be made without
charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required
to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other
than the Holder or its agent on its behalf.


 


15.
TRANSFER. This Warrant may be offered for sale,
sold, transferred or assigned without the consent of the Company.


 


16.
CERTAIN DEFINITIONS. For purposes of this Warrant,
the following terms shall have the following meanings:


 


(a)
“Bid Price” means, for any security as of the particular time of determination, the bid price for such security on
the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities
exchange or trading market for such security, the bid price of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the
bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg
as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination, the
average of the bid prices of all of the market makers for such security as reported in the “pink sheets” by OTC Markets Group
Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be calculated for a security as of the particular
time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination shall be the fair
market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market
value of such security, then such dispute shall be resolved in accordance with the procedures in Section 13. All such determinations
shall be appropriately adjusted for any stock dividends, subdivisions, or combinations in the manner described in Section 2(a) herein
occurring during the period of determination or thereafter.


 




    	13



     


    

 


(b)
“Black Scholes Value” means the Black Scholes value of an option for one Ordinary Share at the date of the applicable
Cashless Exercise, as such Black Scholes value is determined, calculated using the Black Scholes Option Pricing Model obtained from the
“OV” function on Bloomberg utilizing (i) an underlying price per share equal to $0.701 (as may be adjusted for stock
dividends, subdivisions, or combinations in the manner described in Section 2(a) herein), (ii) a risk-free interest rate corresponding
to the U.S. Treasury rate, (iii) a strike price equal to the Exercise Price in effect at the time of the applicable Cashless Exercise,
(iv) an expected volatility equal to 135%, and (v) a deemed remaining term of the Warrant of five (5) years (regardless of the actual
remaining term of the Warrant).


 


(c)
“Black Scholes Value – FT” means the value of the unexercised portion of this Warrant remaining on the date
of the Holder’s request pursuant to Section 4(c), which value is calculated using the Black Scholes Option Pricing Model obtained
from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (A) the highest Closing
Sale Price of the Ordinary Shares during the period beginning on the Trading Day immediately preceding the earliest to occur of (1) the
public disclosure of the applicable Fundamental Transaction, (2) the consummation of the applicable Fundamental Transaction and (3) the
date on which the Holder first became aware of the applicable Fundamental Transaction and ending on the Trading Day of the Holder’s
request pursuant to Section 4(c) and (B) the sum of the price per share being offered in cash in the applicable Fundamental Transaction
(if any) plus the value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a strike
price equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 4(c), (iii) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the greater of (A) the remaining term of this Warrant as of the date
of the Holder’s request pursuant to Section 4(c) and (B) the remaining term of this Warrant as of the date of consummation of the
applicable Fundamental Transaction or as of the date of the Holder’s request pursuant to Section 4(c) if such request is prior
to the date of the consummation of the applicable Fundamental Transaction and (iv) an expected volatility equal to the greater of 135%
and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the
Trading Day immediately following the earliest to occur of (A) the public disclosure of the applicable Fundamental Transaction, (B) the
consummation of the applicable Fundamental Transaction and (C) the date on which the Holder first became aware of the applicable Fundamental
Transaction. All share and price per share determinations shall be appropriately adjusted for stock dividends, subdivisions, or combinations
in the manner described in Section 2(a) herein occurring during the period of determination or thereafter.


 


(d)
“Bloomberg” means Bloomberg, L.P.


 


(e)
“Business Combination” means the consolidation, merger, spin-off, corporate reorganization or any other similar transaction
involving the Company and Cenntro Automotive Group Limited, a Cayman Island company limited by shares, in which the Company shall be
the surviving entity.


 


(f)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York,
Sydney, Australia or Auckland, New Zealand are authorized or required by law to remain closed.


 




    	14



     


    

 


(g)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing
bid price and the last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if
the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price
(as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time,
as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the
last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the average of the bid prices, or the ask
prices, respectively, of all of the market makers for such security as reported in the “pink sheets” by OTC Markets Group
Inc. (formerly Pink Sheets LLC). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date
shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree
upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 13. All
such determinations shall be appropriately adjusted for stock dividends, subdivisions, or combinations in the manner described in Section
2(a) herein occurring during the period of determination or thereafter.


 


(h)
“Convertible Securities” means any stock or other security (other than Options) that is at any time and under any
circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof
to acquire, any Ordinary Shares.


 


(i)
“Eligible Market” means the New York Stock Exchange, the NYSE Amex, the Nasdaq Global Select Market, the Nasdaq Global
Market or the Principal Market.


 


(j)
“Expiration Date” means that is the earlier of: (i) the date that is [five (5)]5[one 1)]6
year(s) from the Issuance Date or (ii) the date that the Business Combination is completed and the securities received in exchange for
the Ordinary Shares commence trading on the Principal Market, or, if the Principal Market is not the principal trading market for such
securities, then on the principal securities exchange or securities market on which such securities are then traded or, if either such
date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”),
the next date that is not a Holiday.


 


 









5 Five-Year Warrant.


6 One-Year Warrant.




 




    	15



     


    

 


(k)
“Fundamental Transaction” means that (i) the Company shall, directly or indirectly, in one or more related transactions,
(1) consolidate or merge with or into (whether or not the Company is the surviving entity) any other Person unless the shareholders of
the Company immediately prior to such consolidation or merger continue to hold more than 50% of the outstanding shares of Voting Stock
after such consolidation or merger, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially
all of its properties or assets to any other Person, in connection with which the Company is dissolved, or (3) allow any other Person
to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock
of the Company (not including any shares of Voting Stock of the Company held by the Person or Persons making or party to, or associated
or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with any other Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not
including any shares of Voting Stock of the Company held by the other Person or other Persons making or party to, or associated or affiliated
with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (ii) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company; provided,
however, that neither the Business Combination nor the other transactions contemplated by the agreements governing the Business
Combination shall be deemed to be a Fundamental Transaction.


 


(l)
“Market Price” means, as of any time of determination, the Closing Bid Price as of the last completed Trading Day
immediately prior thereto.


 


(m)
“Options” means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities.


 


(n)
“Ordinary Shares” means (i) the Company’s ordinary shares, without par value, and (ii) any capital stock into
which such ordinary shares of the Company shall have been changed or any share capital resulting from a reclassification of such ordinary
shares.


 


(o)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose
common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent
Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(p)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity or a government or any department or agency thereof.


 


(q)
“Principal Market” means the Nasdaq Capital Market.


 


(r)
“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from
or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental
Transaction shall have been entered into.


 




    	16



     


    

 


(s)
“Trading Day” means, as applicable, (x) with respect to all price determinations relating to the Ordinary Shares,
any day on which the Ordinary Shares is traded on the Principal Market, or, if the Principal Market is not the principal trading market
for the Ordinary Shares, then on the principal securities exchange or securities market on which the Ordinary Shares is then traded,
provided that “Trading Day” shall not include any day on which the Ordinary Shares is scheduled to trade on such exchange
or market for less than 4.5 hours or any day that the Ordinary Shares is suspended from trading during the final hour of trading on such
exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market,
then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the
Holder or (y) with respect to all determinations other than price determinations relating to the Ordinary Shares, any day on which The
New York Stock Exchange (or any successor thereto) is open for trading of securities.


 


(t)
“Voting Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders
thereof have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers
or trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).


 


(u)
“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal
Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange
or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at
4:00:00 p.m., New York time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not
apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for
such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the three highest
closing bid prices and the three lowest closing ask prices of all of the market makers for such security as reported in the “pink
sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If VWAP cannot be calculated for such security on such date on any
of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and
the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be
resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted for any stock dividends,
subdivisions, or combinations in the manner described in Section 2(a) herein occurring during the period of determination or thereafter.


 


[signature
page follows]


 




    	17



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Ordinary Shares to be duly executed as of the Issuance Date set
out above.


 


	 	NAKED
    BRAND GROUP LIMITED
	 	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE COMMON STOCK


 


NAKED
BRAND GROUP LIMITED


 


The
undersigned holder hereby exercises the right to purchase _________________ of the Ordinary Shares (“Warrant Shares”)
of Naked Brand Group Limited, an Australian Company (the “Company”), evidenced by Warrant to Purchase Ordinary Shares
No. _______ (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


	 	____________	a
    “Cash Exercise” with respect to _________________ Warrant Shares; and/or
	 	 	 
	 	____________	a
    “Cashless Exercise” with respect to _______________ Warrant Shares.


 


In
the event that the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares, the Holder represents and
warrants that ____________ Ordinary Shares are to be delivered pursuant to such Cashless Exercise, as further specified in Annex A to
this Exercise Notice.


 


2.
Payment of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant
Shares, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms
of the Warrant.


 


3.
Delivery of Warrant Shares and Net Number of Ordinary Shares. The Company shall deliver to Holder, or its designee or agent as
specified below, __________ Ordinary Shares in respect of the exercise contemplated hereby. Delivery shall be made to Holder, or for
its benefit, to the following address:


 


_______________________


_______________________


_______________________


_______________________


 


	Date:
    _____________________________ ____, _________	 
	 	 
	 	 
	Name of Registered Holder	 


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


	 	Account
    Number:_____________________________________________________________________________
	 	(if
    electronic book entry transfer)
	 	 
	 	Transaction
    Code Number:______________________________________________________________________
	 	(if
electronic book entry transfer)


 




    	 



     


    

 


ANNEX
A TO EXERCISE NOTICE


 


CASHLESS
EXERCISE EXCHANGE CALCULATION


 


TO
BE FILLED IN BY THE REGISTERED HOLDER TO EXCHANGE THE


WARRANT
TO PURCHASE ORDINARY SHARES IN A CASHLESS EXERCISE PURSUANT TO SECTION 1(d) OF THE WARRANT


 


Capitalized
terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


[
 ] Net Number = (A x B)/C = ________________ Ordinary Shares


 


OR


 


[
 ] Net Number = (C - D) x A / C


 


For
purposes of the foregoing formula:


 


A=
the total number of shares with respect to which the Warrant is then being exercised = _________________.


 


B=
Black Scholes Value (as defined in Section 16 of the Warrant) = ______________.


 


C=
the Closing Bid Price of the Ordinary Shares as of two (2) Trading Days prior to the time of such exercise (as such Closing Bid Price
is defined in Section 16 of the Warrant) = ______________.


 


D=
the Exercise Price, as adjusted hereunder = ___________.


 


 


	Date:
    _____________________________ ____, _________	 
	 	 
	 	 
	Name of Registered Holder	 


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 



     


    

 


EXHIBIT
B


 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of Ordinary Shares
in accordance with the Transfer Agent Instructions dated _________, 20__, from the Company and acknowledged and agreed to by _______________.


 


	 	NAKED
    BRAND GROUP LIMITED
	 	 	 
	 	By:	      
	 	Name:
    	 
	 	Title: