Exhibit
4.3


 


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), IN A FORM
REASONABLY ACCEPTABLE TO THE COMPANY, 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


 


Pre-Funded
Warrant To Purchase Ordinary Shares


 


	Warrant
    No.: PFW20200724-0001	Issuance
    Date: [•], 2020


 


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, Iliad Research and Trading, L.P., a Utah limited partnership, 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), [●] fully paid and non-assessable Ordinary Shares (as defined below), subject
to adjustment as provided herein (the “Warrant Shares”). This Warrant is one of the Warrants to purchase Ordinary
Shares (the “SPA Warrants”), in the form set forth in Exhibit B to that certain Securities Purchase Agreement,
dated as of July 24, 2020 (the “Securities Purchase Agreement”), by and among the Company and the investors
listed on the Buyer Schedules thereto (the “Buyer” or “Buyers” as applicable), issued in
lieu of Ordinary Shares otherwise issuable to the initial Holder upon conversion of Convertible Notes (as defined in the Securities
Purchase Agreement) by such initial Holder, to the extent such conversion would have caused such initial Holder’s beneficial
ownership of the Ordinary Shares of the Company to exceed the Maximum Percentage (as defined in the Convertible Notes). Except
as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.


 




    	 



    	 



    

 


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 third (3rd) Trading Day following the date on which
the Company has received such Exercise Notice, the Company shall (i) provided that the Transfer Agent is participating in The
Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (which the Company shall cause
the Transfer Agent to do at Holder’s request) and provided the legends would be eligible to be removed from such Ordinary
Shares pursuant to Section 5(d) of the Securities Purchase Agreement, 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 DTC through its Deposit/ Withdrawal at Custodian system, or (ii) if the Transfer Agent is not participating in the
DTC Fast Automated Securities Transfer Program or the legends would not be eligible to be removed from such Ordinary Shares pursuant
to Section 5(d) of the Securities Purchase Agreement, issue and deliver to the Holder or, at the Holder’s instruction pursuant
to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address
as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of
the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Ordinary Shares to which the Holder
is entitled pursuant to such exercise. 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 or the date of delivery of the certificates evidencing
such Warrant Shares (as the case may be). 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 three (3) Business Days after any exercise
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.


 




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(b)
Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.0001, subject to adjustment
as provided herein.


 


(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), at any time
after January 24, 2021, 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 = (B - C) x A / B


 


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


 


	 	A= 	The
    total number of shares with respect to which this Warrant is then being exercised.
	 	 	 
	 	B= 	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 $0.1118 (as may be adjusted for stock dividends, subdivisions, or combinations
    in the manner described in Section 2(a) herein).
	 	 	 
	 	C=	The
    Exercise Price, as adjusted hereunder.


 




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(e)
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.


 


(f)
Limitations on Exercises and Exchanges. 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 1934 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.


 


(g)
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.


 




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(h)
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(h); provided, however, that notwithstanding anything to the contrary contain in clauses (i) and
(ii) above, Buyer 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.


 


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. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 2(a), 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).


 




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(b)
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.


 


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).


 


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 (as defined in the Securities Purchase Agreement) 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).


 




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(b)
Fundamental Transactions. 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, or in addition thereto (if applicable), 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.


 


(c)
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 1934 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 1933 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 1933 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.


 




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(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.


 


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 9(f) 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),
(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, or (B) for determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation, provided in each case that such information, 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 SEC (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).


 




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11.
GOVERNING LAW; ARBITRATION OF DISPUTES.
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 Utah, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the
Securities Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference. By its
issuance or acceptance of this Warrant, each party agrees to be bound by the Arbitration Provisions (as defined in the Securities
Purchase Agreement) set forth as an exhibit to the Securities Purchase Agreement. 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 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 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 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. The fees and expenses of such investment bank or accountant shall be borne by the parties in
the same proportion as the respective amounts by which the investment bank’s or accountant’s determination differs
from such party’s calculation.


 




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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 and certificates for 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)
“Bloomberg” means Bloomberg, L.P.


 


(b)
“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.


 




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(c)
“Closing Bid 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 cannot be calculated for a security on a particular date
on any of the foregoing bases, the Closing Bid Price 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 dividend, stock split, stock combination or other similar transaction during such period.


 


(d)
“Expiration Date” means the date that is July 24, 2025 or, if 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.


 


(e)
“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 1934 Act and the rules and regulations promulgated thereunder)
is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of
50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.


 


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


 


(g)
“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.


 




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(h)
“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 (as defined in the Securities Purchase
Agreement), 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.


 


(i)
“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.


 


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


 


(k)
“SEC” means the Securities and Exchange Commission or the successor thereto.


 


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


 


(m)
“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.


 


(n)
“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).


 


[Signature
Page Follows]


 




    	13



    	 



    

 


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:	 










 


[Signature
Page to Pre-Funded Warrant]




 




    	 



    	 



    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE ORDINARY SHARES


 


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:


 


Address: ________________________________________________________________________________


 


or,
if delivery is to be made by electronic book entry, to the following account:


 


Account
Number: __________________________________________________________________________


 


Transaction
Code Number: ____________________________________________________________________


 


Date:
_______________ __, ______


 


	 	 
	 	Name of Registered Holder
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Name and Title of Signatory (Entities Only)




 




    	 



    	 



    

 


ANNEX
A TO EXERCISE NOTICE


 


CASHLESS
EXERCISE 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 = (B - C) x A / B


 


For
purposes of the foregoing formula:


 


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


 


B=
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) = ______________.


 


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


 


Date:
_______________ __, ______


 


	 	 
	 	Name of Registered Holder
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Name and Title of Signatory (Entities Only)


 




    	 



    	 



    

 


EXHIBIT
B


ACKNOWLEDGMENT


 


Naked
Brand Group Limited, an Australian company (the “Company”), hereby acknowledges this Exercise Notice and hereby
directs Continental Stock Transfer & Trust Company to issue the above indicated number of Ordinary Shares in accordance with
the Transfer Agent Instructions dated July 24, 2020, from the Company and acknowledged and agreed to by Continental Stock Transfer
& Trust Company.


 


	 	NAKED
    BRAND GROUP LIMITED
	 	 
	 	By:
    	             
	 	Name:
    	 
	 	Title: