Naked Brand Group Inc.: Exhibit 10.66 - Filed by newsfilecorp.com





THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS
ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS
PURCHASE WARRANT AGREES THAT IT WILL NOT (A) SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS
FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AN
UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED
BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF NOBLE FINANCIAL GROUP, INC. OR
OF ANY SUCH UNDERWRITER OR SELECTED DEALER OR (B) CAUSE THIS PURCHASE WARRANT OR
THE SHARES (DEFINED BELOW) TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE,
DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC
DISPOSITION OF THIS PURCHASE WARRANT OR THE SHARES, EXCEPT AS PROVIDED FOR IN
FINRA RULE 5110(G)(2). 

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [•], 2016,
AND VOID AFTER 5:00 P.M., EASTERN TIME, [•], 2020. 

COMMON STOCK PURCHASE WARRANT 

For the Purchase of [•] Shares of Common Stock 
of 

Naked Brand Group, Inc. 

1.      Purchase Warrant. THIS
CERTIFIES THAT, for value received, [•] or its assigns (“Holder”), as
registered owner of this Purchase Warrant, is entitled, at any time or from time
to time from [•], 2016 (the “Commencement Date”), and until at or before
5:00 p.m., Eastern time, [•], 2020 (the “Expiration Date”), but not
thereafter, to subscribe for, purchase and receive, in whole or in part, up to
[•] shares of common stock of Naked Brand Group, Inc., a Nevada corporation (the
“Company”), par value $0.001 per share (the “Shares”), subject to
adjustment as provided in Section 5 hereof. If the Expiration Date is a day on
which banking institutions are authorized by law to close, then this Purchase
Warrant may be exercised on the next succeeding day which is not such a day in
accordance with the terms herein. This Purchase Warrant is initially exercisable
at $[•] per Share; provided, however, that upon the occurrence of
any of the events specified in Section 5 hereof, the rights granted by this
Purchase Warrant, including the exercise price per Share and the number of
Shares to be received upon such exercise, shall be adjusted as therein
specified. The term “Exercise Price” shall mean the initial exercise
price or the adjusted exercise price, depending on the context. The term
“Effective Date” shall mean [•], 2015, the date on which the Registration
Statement on Form S-1 (File No. 333-207110) of the Company (the “Registration
Statement”) was declared effective by the U.S. Securities and Exchange
Commission (the “Commission”). 

2.      Exercise. 

2.1     Exercise Form. In order to
exercise this Purchase Warrant, the exercise form attached hereto must be duly
executed and completed and delivered to the Company, together with this Purchase
Warrant and payment of the Exercise Price for the Shares being purchased payable
in cash by wire transfer of immediately available funds to an account designated
by the Company or by certified check or official bank check. If the subscription
rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern
time, on the Expiration Date, this Purchase Warrant shall become and be void
without further force or effect, and all rights represented hereby shall cease
and expire. 

2.2     Cashless Exercise. If at any
time after the Commencement Date in lieu of exercising this Purchase Warrant by
payment of cash or check payable to the order of the Company pursuant to Section
2.1 above, Holder elects to receive the number of Shares equal to the value of
this Purchase Warrant (or the portion thereof being exercised) by surrender of
this Purchase Warrant to the Company, together with the exercise form attached
hereto, the Company shall issue to Holder Shares in accordance with the
following formula: 

1 





	  	Y (A – B) 
	X = 	A 


Where, 

X = The number of Shares to be issued
to Holder;
Y = The number of Shares for which the Purchase Warrant is being
exercised; 
A = The fair market value of one Share; and 
B = The Exercise
Price. 

For purposes of this Section 2.2, the
fair market value of a Share is defined as follows: 

	
       
	
      (i) 
	
      if the Company’s common stock is traded on a securities
      exchange, the value shall be the closing price on such exchange the
      trading day prior to the exercise form being submitted in connection with
      the exercise of the Purchase Warrant; or

	
       
	
       
	
       

	
       
	
      (ii) 
	
      if the Company’s common stock is actively traded
      over-the-counter, the value shall be deemed to be the closing bid price
      the trading day prior to the exercise form being submitted in connection
      with the exercise of the Purchase Warrant; if there is no active public
      market, the value shall be the fair market value thereof, as determined in
      good faith by the Company’s Board of Directors.



2.3     Legend. Each certificate
representing Shares shall bear a legend as follows unless such securities have
been registered under the Securities Act of 1933, as amended (the “Securities
Act”): 

“The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”),
or applicable state law. Neither the securities nor any interest therein may be
offered for sale, sold or otherwise transferred except pursuant to an effective
registration statement under the Securities Act, or pursuant to an exemption
from registration under the Securities Act and applicable state law which, in
the opinion of counsel to the Company, is available.” 

3.      Transfer. 

3.1    General Restrictions on Transfer
of Purchase Warrant. The Holder of this Purchase Warrant agrees by his, her
or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign,
pledge or hypothecate this Purchase Warrant for a period of one hundred eighty
(180) days following the Effective Date to anyone other than: (i) Noble
Financial Group, Inc. or an underwriter or a selected dealer participating in
the public offering of shares of the Company’s common stock pursuant to the
Registration Statement and the Underwriting Agreement dated as of [•], 2015 by
and between and Company and Noble Financial Group, Inc., as representative of
the several underwriters named therein (the “Offering”), or (ii) a bona
fide officer or partner of Noble Financial Group, Inc. or of any such
underwriter or selected dealer, in each case in accordance with FINRA Rule
5110(g)(1), or (b) cause this Purchase Warrant or the Shares to be the subject
of any hedging, short sale, derivative, put or call transaction that would
result in the effective economic disposition of this Purchase Warrant or the
Shares, except as provided for in FINRA Rule 5110(g)(2). On and after 180 days
after the Effective Date, transfers of this Purchase Warrant to others may be
made subject to compliance with or exemptions from applicable securities laws.
In order to make any permitted assignment of this Purchase Warrant, the Holder
must deliver to the Company the assignment form attached hereto duly executed
and completed, together with the Purchase Warrant and payment of all transfer
taxes, if any, payable in connection therewith. The Company shall within five
(5) business days transfer this Purchase Warrant on the books of the Company and
shall execute and deliver a new Purchase Warrant or Purchase Warrants of like
tenor to the appropriate assignee(s) expressly evidencing the right to purchase
the aggregate number of Shares purchasable hereunder or such portion of such
number as shall be contemplated by any such assignment. 

3.2     Restrictions Imposed by the
Securities Act. The Holder shall not transfer any Shares unless and until:
(i) the Company has received the opinion of counsel for the Holder that the
Shares may be transferred pursuant to an exemption from registration under the
Securities Act and applicable state securities laws, the availability of which
is established to the reasonable satisfaction of the Company, or (ii) a
registration statement or a post-effective amendment to the Registration
Statement relating to the offer and sale of the Shares has been filed by the
Company and declared effective by the Commission and compliance with applicable
state securities law has been established. 

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4.      New Purchase Warrants to be
Issued. 

4.1     Partial Exercise or
Transfer. Subject to the restrictions in Section 3 hereof, this Purchase
Warrant may be exercised or assigned in whole or in part. In the event of the
exercise or assignment hereof in part only, upon surrender of this Purchase
Warrant for cancellation, together with the duly executed exercise or assignment
form and funds sufficient to pay any Exercise Price and/or transfer tax if
exercised pursuant to Section 2.1 hereto, the Company shall cause to be
delivered to the Holder without charge a new Purchase Warrant of like tenor to
this Purchase Warrant in the name of the Holder evidencing the right of the
Holder to purchase the number of Shares purchasable hereunder as to which this
Purchase Warrant has not been exercised or assigned. 

4.2     Lost Certificate. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Purchase Warrant and of reasonably
satisfactory indemnification or the posting of a bond, the Company shall execute
and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase
Warrant executed and delivered as a result of such loss, theft, mutilation or
destruction shall constitute a substitute contractual obligation on the part of
the Company. 

5.      Adjustments. 

5.1     Adjustments to Exercise Price
and Number of Securities. The Exercise Price and the number of Shares
underlying the Purchase Warrant shall be subject to adjustment from time to time
as hereinafter set forth: 

5.1.1    Share Dividends; Split Ups. If,
after the date hereof, and subject to the provisions of Section 5.3 below, the
number of outstanding shares of the Company’s common stock is increased by a
stock dividend payable in shares of the Company’s common stock or by a split up
of shares of the Company’s common stock or other similar event, then, on the
effective day thereof, the number of Shares purchasable hereunder shall be
increased in proportion to such increase in outstanding shares of the Company’s
common stock, and the Exercise Price shall be proportionately decreased. 

5.1.2   Aggregation of Shares. If, after the
date hereof, and subject to the provisions of Section 5.3 below, the number of
outstanding shares of the Company’s common stock is decreased by a
consolidation, combination or reclassification of shares of the Company’s common
stock or other similar event, then, on the effective date thereof, the number of
shares of the Company’s common stock purchasable hereunder shall be decreased in
proportion to such decrease in outstanding shares of the Company’s common stock,
and the Exercise Price shall be proportionately increased. 

5.1.3    Replacement of Securities upon
Reorganization, etc. In case of any reclassification or reorganization of
the outstanding shares of the Company’s common stock other than a change covered
by Section 5.1.1 or 5.1.2 hereof or that solely affects the par value of such
shares, or in the case of any share reconstruction or amalgamation or
consolidation of the Company with or into another corporation (other than a
consolidation or share reconstruction or amalgamation in which the Company is
the continuing corporation and that does not result in any reclassification or
reorganization of the outstanding shares of the Company’s common stock), or in
the case of any sale or conveyance to another corporation or entity of the
property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Holder of this Purchase
Warrant shall have the right thereafter (until the expiration of the right of
exercise of this Purchase Warrant) to receive upon the exercise hereof, for the
same aggregate Exercise Price payable hereunder immediately prior to such event,
the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, share
reconstruction or amalgamation, or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of shares of the
Company’s common stock obtainable upon exercise of this Purchase Warrant
immediately prior to such event; and if any reclassification also results in a
change in shares of the Company’s common stock covered by Section 5.1.1 or
5.1.2, then such adjustment shall be made pursuant to Sections 5.1.1, 5.1.2 and
this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply
to successive reclassifications, reorganizations, share reconstructions or
amalgamations, or consolidations, sales or other transfers. 

3 




5.1.4    Changes in Form of Purchase
Warrant. This form of Purchase Warrant need not be changed because of any
change pursuant to this Section 5.1, and Purchase Warrants issued after such
change may state the same Exercise Price and the same number of Shares as are
stated in this Purchase Warrant. The acceptance by any Holder of the issuance of
new Purchase Warrants reflecting a required or permissive change shall not be
deemed to waive any rights to an adjustment occurring after the Commencement
Date or the computation thereof. 

5.2      Substitute Purchase
Warrant. In case of any consolidation of the Company with, or share
reconstruction or amalgamation of the Company with or into, another corporation
(other than a consolidation or share reconstruction or amalgamation which does
not result in any reclassification or change of the outstanding shares of the
Company’s common stock), the corporation formed by such consolidation or share
reconstruction or amalgamation shall execute and deliver to the Holder a
supplemental Purchase Warrant providing that the holder of each Purchase Warrant
then outstanding or to be outstanding shall have the right thereafter (until the
stated expiration of such Purchase Warrant) to receive, upon exercise of such
Purchase Warrant, the kind and amount of shares of stock and other securities
and property receivable upon such consolidation or share reconstruction or
amalgamation, by a holder of the number of shares of the Company’s common stock
for which such Purchase Warrant might have been exercised immediately prior to
such consolidation, share reconstruction or amalgamation, sale or transfer. Such
supplemental Purchase Warrant shall provide for adjustments which shall be
identical to the adjustments provided for in this Section 5. The above provision
of this Section shall similarly apply to successive consolidations or share
reconstructions or amalgamations. 

5.3     Elimination of Fractional
Interests. The Company shall not be required to issue certificates
representing fractions of Shares upon the exercise of the Purchase Warrant, nor
shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests
shall be eliminated by rounding any fraction up or down, as the case may be, to
the nearest whole number of Shares or other securities, properties or rights.


6.      Reservation and
Listing. The Company shall at all times reserve and keep available out of
its shares of authorized capital stock, solely for the purpose of issuance upon
exercise of the Purchase Warrants, such number of Shares or other securities,
properties or rights as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Purchase Warrants and payment of
the Exercise Price therefor, in accordance with the terms hereby, all Shares and
other securities issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable and not subject to preemptive rights of any
shareholder. The Company further covenants and agrees that upon exercise of the
Purchase Warrants and payment of the exercise price therefor, all Shares and
other securities issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable and not subject to preemptive rights of any
shareholder. As long as the Purchase Warrants shall be outstanding, the Company
shall use its commercially reasonable efforts to cause all shares of the
Company’s common stock to be listed (subject to official notice of issuance) on
all national securities exchanges (or, if applicable, on the OTC Bulletin Board
or any successor trading market) on which the shares of common stock may then be
listed and/or quoted. 

7.      Certain Notice
Requirements. 

7.1     Holder’s Right to Receive
Notice. Nothing herein shall be construed as conferring upon the Holder the
right to vote or consent or to receive notice as a shareholder for the election
of directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company. If, however, at any time prior to the expiration of
this Purchase Warrant and its exercise, any of the events described in Section
7.2 shall occur, then, in one or more of said events, the Company shall give
written notice of such event at least fifteen days prior to the date fixed as a
record date or the date of closing the transfer books for the determination of
the shareholders entitled to such dividend, distribution, conversion or exchange
of securities or subscription rights, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale. Such notice shall specify such
record date or the date of the closing of the transfer books, as the case may
be. Notwithstanding the foregoing, the Company shall deliver to the Holder a
copy of each notice given to the other shareholders of the Company at the same
time and in the same manner that such notice is given to the shareholders. 

7.2     Events Requiring Notice. The
Company shall be required to give the notice described in this Section 7 upon
one or more of the following events: (i) if the Company shall take a record of
the holders of shares of the Company’s common stock for the purpose of entitling them to
receive a dividend or distribution payable otherwise than in cash, or a cash
dividend or distribution payable otherwise than out of retained earnings, as
indicated by the accounting treatment of such dividend or distribution on the
books of the Company, (ii) the Company shall offer to all the holders of shares
of the Company’s common stock any additional shares of capital stock of the
Company or securities convertible into or exchangeable for shares of capital
stock of the Company, or any option, right or warrant to subscribe therefor, or
(iii) a dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation or share reconstruction or amalgamation) or a
sale of all or substantially all of its property, assets and business shall be
proposed. 

4 




7.3     Notice of Change in Exercise
Price. The Company shall, promptly after an event requiring a change in the
Exercise Price pursuant to Section 5 hereof, send notice to the Holder of such
event and change (“Price Notice”). The Price Notice shall describe the
event causing the change and the method of calculating same and shall be
certified as being true and accurate by the Company’s Chief Financial Officer.

7.4     Transmittal of Notices. All
  notices, requests, consents and other communications under this Purchase Warrant
  shall be in writing and shall be deemed to have been duly made when (1) hand
  delivered, (2) when mailed by express mail or private courier service, or (3)
  via facsimile transmission or email of a .PDF on a Business Day before 5:00 p.m.
  in the time zone of the receiving party, when transmitted and receipt is
  confirmed: (i) if to the registered Holder of the Purchase Warrant, to the
  following address of the Holder, or (ii) if to the Company, to the following
  address or to such other address as the Company may designate by notice to the
Holder: 

If to the Holder: 

	 	[•] 
	 	[•] 
	 	[•] 
	 	[•] 
	 	[•] 


If to the Company: 

Naked Brand Group, Inc.

10th Floor, 95 Madison Avenue 
New York, NY 10016

Attention: President 

8.      Miscellaneous. 

8.1     Amendments. This Purchase
Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Company and the Holder. 

8.2     Headings. The headings
contained herein are for the sole purpose of convenience of reference, and shall
not in any way limit or affect the meaning or interpretation of any of the terms
or provisions of this Purchase Warrant. 

8.3     Entire Agreement. This
Purchase Warrant (together with the other agreements and documents being
delivered pursuant to or in connection with this Purchase Warrant) constitutes
the entire agreement of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings of the parties,
oral and written, with respect to the subject matter hereof. 

8.4     Binding Effect. This
Purchase Warrant shall inure solely to the benefit of and shall be binding upon,
the Holder and the Company and their permitted assignees, respective successors,
legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or
by virtue of this Purchase Warrant or any provisions herein contained. 

5 




8.5 Governing Law; Submission to Jurisdiction; Waiver of
Trial by Jury. This Purchase Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada, without giving
effect to conflict of laws principles thereof. The Company hereby agrees that
any action, proceeding or claim against it arising out of, or relating in any
way to this Purchase Warrant shall be brought and enforced in the New York
Supreme Court, County of New York, or in the United States District Court for
the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
7 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim. The Company and the
Holder agree that the prevailing party(ies) in any such action shall be entitled
to recover from the other party(ies) all of its reasonable attorneys’ fees and
expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor. The Company (on its behalf and, to the extent
permitted by applicable law, on behalf of its stockholders and affiliates) and
the Holder hereby irrevocably waive, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby. 

8.6     Waiver, etc. The failure of
the Company or the Holder to at any time enforce any of the provisions of this
Purchase Warrant shall not be deemed or construed to be a waiver of any such
provision, nor to in any way affect the validity of this Purchase Warrant or any
provision hereof or the right of the Company or any Holder to thereafter enforce
each and every provision of this Purchase Warrant. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Purchase
Warrant shall be effective unless set forth in a written instrument executed by
the party or parties against whom or which enforcement of such waiver is sought;
and no waiver of any such breach, non-compliance or non-fulfillment shall be
construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment. 

8.7     No Rights as Shareholders.
Prior to exercise of this Purchase Warrant, the Holder hereof shall not, by
reason of being a Holder, be entitled to any rights of a shareholder with
respect to the Shares. 

8.8     Execution in Counterparts.
This Purchase Warrant may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which shall be deemed
to be an original, but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more counterparts has
been signed by each of the parties hereto and delivered to each of the other
parties hereto. Such counterparts may be delivered by facsimile transmission or
other electronic transmission. 

[Signature Page Follows] 

6 




IN WITNESS WHEREOF, the Company has caused this Purchase
Warrant to be signed by its duly authorized officer as of the [•] day of [•],
2015. 

	 	NAKED BRAND GROUP, INC. 
	 	  
	 	By: 	 
	 	Name: 	 
	 	Title: 	 


SIGNATURE PAGE TO COMMON STOCK PURCHASE WARRANT 




[Form to be used to exercise Purchase Warrant] 

Date: _________________, 20___ 

The undersigned hereby elects irrevocably to exercise the
Purchase Warrant for shares of common stock, par value $0.001 per share (the
“Shares”), of Naked Brand Group, Inc., a Nevada corporation (the
“Company”), and hereby makes payment of $ (at the rate of $ per Share) in
payment of the Exercise Price pursuant thereto. Please issue the Shares as to
which this Purchase Warrant is exercised in accordance with the instructions
given below and, if applicable, a new Purchase Warrant representing the number
of Shares for which this Purchase Warrant has not been exercised. 

or 

The undersigned hereby elects irrevocably to convert its right
to purchase Shares of the Company under the Purchase Warrant for Shares, as
determined in accordance with the following formula: 

	  	Y (A – B) 
	X = 	A 


Where, 

X = The number of Shares to be issued
to Holder;
Y = The number of Shares for which the Purchase Warrant is being
exercised; 
A = The fair market value of one Share, which is equal to $ ; and

B = The Exercise Price, which is equal to $ per share.

The undersigned agrees and acknowledges that the calculation
set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole
discretion. 

Please issue the Shares as to which this Purchase Warrant is
exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase
Warrant has not been converted. 

Signature
______________________________________________

Signature Guaranteed


______________________________________________________

FORM OF EXERCISE OF COMMON STOCK PURCHASE WARRANT 




INSTRUCTIONS FOR REGISTRATION OF SECURITIES 

	Name: 	 	 
		(Print in Block Letters) 	 
	Address: 	 	 


NOTICE: The signature to this form must correspond with the
name as written upon the face of the Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other
than a savings bank, or by a trust company or by a firm having membership on a
registered national securities exchange. 

INSTRUCTIONS FOR REGISTRATION OF SECURITIES 




[Form to be used to assign Purchase Warrant] 

ASSIGNMENT 

(To be executed by the registered Holder to effect a transfer
of the within Purchase Warrant): 

FOR VALUE RECEIVED,       does
hereby sell, assign and transfer unto the right to purchase shares of common
stock, par value $0.001 per share, of Naked Brand Group, Inc., a Nevada
corporation (the “Company”), evidenced by the Purchase Warrant and does
hereby authorize the Company to transfer such right on the books of the Company.


Dated:      , 20___ 

Signature
_____________________________________________

Signature Guaranteed


_____________________________________________________

NOTICE: The signature to this form must correspond with the
name as written upon the face of the within Purchase Warrant without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank, other
than a savings bank, or by a trust company or by a firm having membership on a
registered national securities exchange. 

FORM OF ASSIGNMENT OF COMMON STOCK PURCHASE WARRANT