Exhibit
4.2


 


THIS
WARRANT AND THE ORDINARY SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
WARRANT AND THE ORDINARY SHARES ISSUABLE HEREUNDER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR ANY SHARES ISSUABLE HEREUNDER UNDER SUCH ACT AND ANY APPLICABLE STATE
SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMPANY (AS DEFINED BELOW) OR ITS TRANSFER AGENT THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


Naked
Brand Group Limited


 


WARRANT
TO PURCHASE ORDINARY SHARES


 


1.
Issuance. For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without
limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged
by Naked Brand Group Limited, an Australia corporation (“Company”);
St. George Investments LLC, a Utah limited liability company, its successors and/or
registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue
Date (as defined below) until the date which is the last calendar day of the month in which the second anniversary of the Purchase
Price Date (as defined in the Note (as defined in Attachment 1)) occurs (the “Expiration Date”), a number
of fully paid and non-assessable ordinary shares, no par value per share (the “Ordinary Shares”), equal to
the number of Conversion Shares (as defined in the Note) issued to Investor under the Note (as defined in the Note) as such number
may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Ordinary Shares (this “Warrant”).


 


This
Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated February 11, 2020, to which
Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”).
Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined
term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise
cancelled. This Warrant was issued to Investor on February 11, 2020 (the “Issue Date”).


 


2.
Exercise of Warrant.


 


2.1.
General.


 


(a)
This Warrant is exercisable in whole or in part at any time and from time to time commencing on the Purchase Price Date and ending
on the Expiration Date. Such exercise shall be effectuated by submitting to Company (either by delivery to Company or by email
or facsimile transmission) a completed and signed Notice of Exercise substantially in the form attached to this Warrant as Exhibit
A (the “Notice of Exercise”). The date a Notice of Exercise is either faxed, emailed or delivered to Company
shall be the “Exercise Date,” provided that, if such exercise represents the full exercise of the outstanding
balance of this Warrant, Investor shall tender this Warrant to Company within five (5) Trading Days thereafter, but only if the
Warrant Shares to be delivered pursuant to the Notice of Exercise have been delivered to Investor as of such date. The Notice
of Exercise shall be executed by Investor and shall indicate (i) the number of Warrant Shares to be issued pursuant to such exercise,
and (ii) if applicable (as provided below), whether the exercise is a cashless exercise.


 




    	 



    	 



    

 


2.2.
Exercise Price.


 


(a)
Notwithstanding any other provision contained herein or in any other Transaction Document to the contrary, if at any time after
the six month anniversary of the Issue Date and prior to the Expiration Date there is no current and effective registration statement
available for the resale by Investor of the Warrant Shares, Investor may elect a “cashless” exercise of this Warrant
for any Warrant Shares, in which event the Company shall issue to Investor a number of Warrant Shares computed using the following
formula:


 


X
= Y (A-B)


A


 


	 	Where	X = 	the
    number of Warrant Shares to be issued to Investor.
	 	 	 	 
	 	 	Y = 	the number of Warrant
    Shares that the Investor elects to purchase under this Warrant (at the date of such calculation).
	 	 	 	 
	 	 	A = 	the Closing Trade
    Price (on the date two Trading Days prior to the Exercise Date).
	 	 	 	 
	 	 	B = 	Exercise Price (as
    adjusted to the date of such calculation).







 


(b)
If the Notice of Exercise form elects a “cash” exercise, the Exercise Price per Ordinary Shares for the Warrant Shares
shall be payable, at the election of Investor, in cash or by certified or official bank check or by wire transfer in accordance
with instructions provided by Company at the request of Investor.


 


(c)
Upon the appropriate payment to Company, if any, of the Exercise Price for the Warrant Shares, Company shall promptly, but in
no case later than the date that is three (3) Trading Days following the date the Exercise Price is paid to Company (or with respect
to a “cashless exercise,” the date that is five (5) Trading Days following the Exercise Date) (the “Delivery
Date”), deliver or cause Company’s Transfer Agent to deliver the applicable Warrant Shares electronically via
the DWAC system to the account designated by Investor on the Notice of Exercise. If for any reason Company is not able to so deliver
the Warrant Shares via the DWAC system, notwithstanding its best efforts to do so, such shall constitute a breach of this Warrant,
and Company shall instead, on or before the applicable date set forth above in this subsection, issue and deliver to Investor
or its broker (as designated in the Notice of Exercise), via reputable overnight courier, a certificate, registered in the name
of Investor or its designee, representing the applicable number of Warrant Shares; provided that, for the avoidance of doubt,
it shall not constitute a breach to deliver Warrant Shares in accordance with Section 2.2(d). For the avoidance of doubt, Company
has not met its obligation to deliver Warrant Shares within the required timeframe set forth above unless Investor or its broker,
as applicable, has actually received the Warrant Shares (whether electronically or in certificated form) no later than the close
of business on the latest possible delivery date pursuant to the terms set forth above.


 




    	2



    	 



    

 


(d)
Notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Company or its Transfer Agent
refuses to deliver any Warrant Shares to Investor on grounds that such issuance is in violation of Rule 144 under the 1933 Act
(as defined below) (“Rule 144”), Company shall deliver or cause its Transfer Agent to deliver the applicable
Warrant Shares to Investor in certificated form with a restricted securities legend, but otherwise in accordance with the provisions
of Section 2.2(c). In conjunction therewith, Company will also deliver to Investor a written opinion from its counsel or its Transfer
Agent’s counsel opining as to why the issuance of the applicable Warrant Shares via DWAC or otherwise without a restricted
securities legend violates Rule 144. Investor acknowledges that the Warrant Shares shall bear a legend so long as the applicable
holding period under Rule 144 has not been met or any other conditions of Rule 144, including the requirement for current public
information to be available, would apply to sale of the Warrant Shares.


 


(e)
If Warrant Shares are delivered later than as required under subsection (d) immediately above, Company agrees to pay, in addition
to all other remedies available to Investor in the Transaction Documents, a late charge equal to the greater of (i) $500.00 and
(ii) 1% of the product of the number of shares of Ordinary Shares not issued to Investor on a timely basis and to which Investor
is entitled multiplied by the Closing Trade Price of the Ordinary Shares on the Trading Day immediately preceding the last possible
date which Company could have issued such Ordinary Shares to Investor without violating this Warrant, rounded to the nearest multiple
of $100.00 (such resulting amount, the “Warrant Share Value”) (but in any event the cumulative amount of such
late fees for each exercise shall not exceed 50% of the Warrant Share Value), per Trading Day until such Warrant Shares are delivered
(the “Late Fees”). Company acknowledges and agrees that the failure to timely deliver Warrant Shares hereunder
is a material breach of this Warrant and that the Late Fees are properly charged as liquidated damages to compensate Investor
for such breach. Company shall pay any Late Fees incurred under this subsection in immediately available funds upon demand; provided,
however, that, so long as the Note is outstanding, at the option of Investor, such amount owed may be added to the principal
amount of the Note. Furthermore, in the event that Company fails for any reason to effect delivery of the Warrant Shares as required
under subsection (d) immediately above, Investor may revoke all or part of the relevant Warrant exercise by delivery of a notice
to such effect to Company, whereupon Company and Investor shall each be restored to their respective positions immediately prior
to the exercise of the relevant portion of this Warrant, except that the Late Fees described above shall be payable through the
date notice of revocation or rescission is given to Company.


 


(f)
Investor shall be deemed to be the holder of the Warrant Shares issuable to it in accordance with the provisions of this Section
2.1 on the Exercise Date.


 


2.3.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents,
Investor shall not effect any exercise of this Warrant to the extent that giving effect to such exercise would cause Investor
(together with its affiliates) to own a number of shares exceeding 4.99% of the number of Ordinary Shares outstanding on such
date (including for such purpose the Ordinary Shares issuable upon such issuance) (the “Maximum Percentage”).
Notwithstanding the foregoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the
Market Capitalization is less than $10,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%”
is replaced with “9.99%” pursuant to the preceding sentence, such change to “9.99%” shall be permanent.
By written notice to Company, Investor may increase or decrease the Maximum Percentage, up to a maximum of 9.99%, but any such
waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable,
unconditional and non-waivable and shall apply to all affiliates and assigns of Investor.


 




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3.
Exchange Option. Within in thirty (30) days of the Purchase Price Date, Investor may return this Warrant to Company for
cancellation in exchange for a five percent (5%) increase to the outstanding balance of the Note.


 


4.
Mutilation or Loss of Warrant. Upon receipt by Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification,
and (in the case of mutilation) upon surrender and cancellation of this Warrant, Company will execute and deliver to Investor
a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.


 


5.
Rights of Investor. Investor shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in
Company, either at law or in equity, and the rights of Investor with respect to or arising under this Warrant are limited to those
expressed in this Warrant and are not enforceable against Company except to the extent set forth herein.


 


6.
Adjustments.


 


6.1.
Capital Adjustments. If Company shall at any time prior to the expiration of this Warrant subdivide the Ordinary Shares,
by split-up or stock split, or otherwise, or combine its Ordinary Shares, or issue additional shares of its Ordinary Shares as
a dividend, the number of Warrant Shares issuable upon the exercise of this Warrant shall forthwith be automatically increased
proportionately in the case of a subdivision, split or stock dividend, or proportionately decreased in the case of a combination.
Appropriate adjustments shall also be made to the Exercise Price and other applicable amounts, but the aggregate purchase price
payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment
under this Section 6.1 shall become effective automatically at the close of business on the date the subdivision or combination
becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of
such dividend.


 


6.2.
Reclassification, Reorganization and Consolidation; Fundamental Transaction. In case of any reclassification, capital reorganization,
or change in the capital stock of Company (other than as a result of a subdivision, combination, or stock dividend provided for
in Section 6.1 above), or in case a Fundamental Transaction (as defined in the Note) is consummated, then Company shall make appropriate
provision so that Investor shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price
equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and/or other securities or property
receivable in connection with such reclassification, reorganization, or change, or Fundamental Transaction, by a holder of the
same number of Ordinary Shares as were purchasable by Investor immediately prior to such reclassification, reorganization, or
change, or Fundamental Transaction. In any such case appropriate provisions shall be made with respect to the rights and interest
of Investor so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities
and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per Warrant Share
payable hereunder, provided the aggregate purchase price shall remain the same.


 




    	4



    	 



    

 


7.
Certificate as to Adjustments. In each case of any adjustment or readjustment in the number or kind of shares issuable
on the exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof, Company at its expense will promptly
cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with
the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based, including a statement of (a) the number of Ordinary Shares outstanding or
deemed to be outstanding, and (b) the Exercise Price and the number of Ordinary Shares or other shares of stock or other securities
or property to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. Nothing in this Section 7 shall be deemed to limit any other provision contained
herein.


 


8.
Transfer to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities
Act of 1933, as amended (the “1933 Act”). Neither this Warrant nor the Warrant Shares may be sold, transferred,
pledged or hypothecated without (a) an effective registration statement under the 1933 Act relating to such security or (b) an
opinion of counsel reasonably satisfactory to Company that registration is not required under the 1933 Act; provided, however,
that the foregoing restrictions on transfer shall not apply to the transfer of the Warrant to an affiliate of Investor. Until
such time as registration has occurred under the 1933 Act, each certificate for this Warrant and any Warrant Shares shall contain
a legend, in form and substance satisfactory to counsel for Company, setting forth the restrictions on transfer contained in this
Section 8; provided, however, that Company acknowledges and agrees that any such legend shall be removed from all certificates
for DTC Eligible Ordinary Shares delivered hereunder, provided that the applicable holding period under Rule 144 has been met
and no other conditions of Rule 144, including the requirement for current public information to be available, would apply to
sale of the Warrant Shares. Subject to the foregoing, upon receipt of a duly executed assignment of this Warrant, Company shall
register the transferee thereon as the new holder on the books and records of Company and such transferee shall be deemed a “registered
holder” or “registered assign” for all purposes hereunder, and shall have all the rights of Investor under this
Warrant. Until this Warrant is transferred on the books of Company, Company may treat Investor as the absolute owner hereof for
all purposes, notwithstanding any notice to the contrary.


 


9.
Notices. Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”
in the Purchase Agreement, the terms of which are incorporated herein by reference.


 


10.
Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing
signed by the parties hereto. This Warrant, together with the Purchase Agreement, contains the full understanding of the parties
hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings
with respect to the subject matter hereof and thereof other than as expressly contained herein and therein.


 


11.
Purchase Agreement; Arbitration of Disputes; Calculation Disputes. This Warrant is subject to the terms, conditions and
general provisions of the Purchase Agreement, including without limitation the Arbitration Provisions (as defined in the Purchase
Agreement) set forth as an exhibit to the Purchase Agreement. In addition, notwithstanding the Arbitration Provisions, in the
case of a dispute as to any Calculation (as defined in the Purchase Agreement), such dispute will be resolved in the manner set
forth in the Purchase Agreement.


 


12.
Governing Law; Venue. This Warrant shall be 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 Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.


 




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13.
Waiver of Jury Trial. COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS WARRANT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY.
THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE
OR REGULATION. FURTHER, COMPANY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.


 


14.
Remedies. The remedies at law of Investor under this Warrant in the event of any default or threatened default by Company
in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and, without limiting
any other remedies available to Investor in the Transaction Documents, at law or equity, to the fullest extent permitted by law,
such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise without the obligation to post a bond.


 


15.
Liquidated Damages. Company and Investor agree that in the event Company fails to comply with any of the terms or provisions
of this Warrant, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate because
of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant
factors. Accordingly, Investor and Company agree that any fees or other charges assessed under this Warrant are not penalties
but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Investor’s and Company’s
expectations that any such liquidated damages will tack back to the Issue Date for purposes of determining the holding period
under Rule 144.


 


16.
Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Signatures delivered
via facsimile or email shall be considered original signatures for all purposes hereof.


 


17.
Attorneys’ Fees. In the event of any arbitration, litigation or dispute arising from this Warrant, the parties agree
that the party who is awarded the most money (which, for the avoidance of doubt, shall be determined without regard to any statutory
fines, penalties, fees, or other charges awarded to any party) shall be deemed the prevailing party for all purposes and shall
therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by said prevailing
party in connection with arbitration or litigation without reduction or apportionment based upon the individual claims or defenses
giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to
award fees and expenses for frivolous or bad faith pleading.


 


18.
Severability. Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such
provision shall be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant
in any other jurisdiction.


 


19.
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Warrant.


 


20.
Descriptive Headings. Descriptive headings of the sections of this Warrant are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions hereof.


 


[Remainder
of page intentionally left blank; signature page follows]


 




    	6



    	 



    

 


IN
WITNESS WHEREOF, Company has caused this Warrant to be duly executed by an officer thereunto duly authorized as of the Issue Date.


 


	 	COMPANY:
	 	 	 
	 	Naked Brand Group Limited
	 	 	 
	 	By:	/s/ Justin
    Davis-Rice
	 	Printed Name: 	Justin
    Davis-Rice
	 	Title: 	Director


 


[Signature
Page to Warrant]


 




    	 



    	 



    

 


ATTACHMENT
1


DEFINITIONS


 


For
purposes of this Warrant, the following terms shall have the following meanings:


 


A1.
“Bloomberg” means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding
the Ordinary Shares, a comparable reporting service of national reputation selected by Investor and reasonably satisfactory to
Company).


 


A2.
“Closing Trade Price” means the last closing trade price for the Ordinary Shares on its principal market, as
reported by Bloomberg, or, if its 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 trade price, respectively, of the Ordinary Shares prior
to 4:00:00 p.m., New York time, as reported by Bloomberg, or if the foregoing does not apply, the last closing trade price of
the Ordinary Shares in the over-the-counter market on the electronic bulletin board for the Ordinary Shares as reported by Bloomberg,
or, if no closing trade price is reported for the Ordinary Shares by Bloomberg, the average of the bid and ask prices of any market
makers for the Ordinary Shares as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Trade Price cannot
be calculated for the Ordinary Shares on a particular date on any of the foregoing bases, the Closing Trade Price of the Ordinary
Shares on such date shall be the fair market value as mutually determined by Investor and Company. All such determinations shall
be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


A3.
“DTC” means the Depository Trust Company or any successor thereto.


 


A4.
“DTC Eligible” means, with respect to the Ordinary Shares, that such Ordinary Shares is eligible to be deposited
in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm
servicing Investor’s brokerage firm for the benefit of Investor.


 


A5.
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


 


A6.
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


 


A7.
“DWAC Eligible” means that (a) Company’s Ordinary Shares is eligible at DTC for full services pursuant
to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system, (b) Company has
been approved (without revocation) by the DTC’s underwriting department, (c) Company’s transfer agent is approved
as an agent in the DTC/FAST Program, (d) the Warrant Shares are otherwise eligible for delivery via DWAC; (e) Company has previously
delivered all Warrant Shares to Investor via DWAC; and (f) Company’s transfer agent does not have a policy prohibiting or
limiting delivery of the Warrant Shares via DWAC.


 


A8.
“Exercise Price” means $5.00 per Ordinary Share, as the same may be adjusted from time to time pursuant to
the terms and conditions of this Warrant.


 


A9.
“Market Capitalization” means the product equal to (a) the average VWAP of the Ordinary Shares for the immediately
preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding Ordinary Shares as reported on Company’s
most recently filed Form 10-Q or Form 10-K.


 


A10.
“Note” means that certain Convertible Promissory Note issued by Company to Investor pursuant to the Purchase
Agreement, as the same may be amended from time to time, and including any promissory note(s) that replace or are exchanged for
such referenced promissory note.


 


A11.
“Trading Day” means any day the New York Stock Exchange is open for trading.


 


A12.
“Transaction Documents” means the Purchase Agreement, the Note, this Warrant, and all other documents, certificates,
instruments and agreements entered into or delivered in conjunction therewith, as the same may be amended from time to time.


 


A13.
“VWAP” means the volume-weighted average price of the Ordinary Shares on the principal market for a particular
Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.


 


[Attachment
1 to Warrant, Page 1]


 




    	 



    	 



    

 


EXHIBIT
A


 


NOTICE
OF EXERCISE OF WARRANT


 


	TO:	Naked
    Brand Group Limited





ATTN:
_______________





VIA
FAX TO: (  )______________ EMAIL: ______________


 


The
undersigned hereby irrevocably elects to exercise the right, represented by Warrant to Purchase Ordinary Shares dated as of February
11, 2020 (the “Warrant”), to purchase shares of the ordinary shares, no par value (“Ordinary Shares”),
of Naked Brand Group Limited, and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:


 


_______________
       CASH: $__________________________ = (Exercise Price x Warrant Shares)


 


		 	Payment is being made
    by:





	 	 	 	enclosed check
	 	 	 	wire transfer
	 	 	 	other


 


		 	CASHLESS EXERCISE:


 


Net
number of Warrant Shares to be issued to Investor: ______*


 


*
X = Y (A-B)


A


 


	 	Where	X =
    	the
    number of Warrant Shares to be issued to Investor.
	 	 	 	 
	 	 	Y = 	the number of Warrant
    Shares that the Investor elects to purchase under this Warrant (at the date of such calculation).
	 	 	 	 
	 	 	A = 	the Closing Price
    (on the date two Trading Days prior to the Exercise Date).
	 	 	 	 
	 	 	B = 	Exercise Price (as adjusted to the date of such
    calculation).







 


The
Lender hereby certifies that the representations and warranties set forth in Section 2 of the Purchase Agreement are true and
correct as of the date hereof. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them
in the Warrant.


 


It
is the intention of Investor to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on Investor’s
right to receive shares thereunder. Investor believes this exercise complies with the provisions of such Section 2.2. Nonetheless,
to the extent that, pursuant to the exercise effected hereby, Investor would receive more Ordinary Shares than permitted under
Section 2.2, Company shall not be obligated and shall not issue to Investor such excess shares until such time, if ever, that
Investor could receive such excess shares without violating, and in full compliance with, Section 2.2 of the Warrant.


 


As
contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated
above.


 


If
this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, Investor will surrender (or cause
to be surrendered) the Warrant to Company at the address indicated above by express courier within five (5) Trading Days after
the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to Investor.


 


To
the extent the Warrant Shares are not able to be delivered to Investor via the DWAC system, please deliver certificates representing
the Warrant Shares to Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission
or otherwise) to:


 


	 	 	 
	 	 	 
	 	 	 


 





	Dated:	 	 
	 	 	 
	 	 
	[Name of Investor]	 
	 	 	 
	By:	 	 
	Affirmed:


	 
	 	 	 




 


	Naked Brand Group Limited	 
	 	 	 
	By: 	     	 
	Name: 	 	 
	Title:	 	 


 


Exhibit
A to Warrant, Page 2