Exhibit
10.1


 


EXCHANGE
AGREEMENT


 


This
Exchange Agreement (this “Agreement”) is entered into as of July 3, 2020 by and among MV Finances SARL, a French
company (the “Noteholder”), and Naked Brand Group Limited, an Australian corporation (the “Company”).


 


WHEREAS,
(a) on December 19, 2016, Bendon Limited, a New Zealand company and a wholly owned subsidiary of the Issuer (“Bendon”),
sold and issued to the Noteholder a convertible note in the original principal amount of $1,000,000.00 (the “Note”),
pursuant to that certain Subscription Agreement Relating to Convertible Notes, originally dated of even date, by and between Bendon
and the Noteholder (as amended to date, the “Subscription Agreement”), which Note was issued in book entry
form under that certain Convertible Note Deed Poll, originally dated as of September 29, 2016, made by Bendon (as amended to date,
the “Deed Poll”); and (b) as of June 19, 2018, Bendon assigned, and the Company assumed, all of Bendon’s
rights and obligations under the Note and the Deed Poll, as confirmed by that certain Confirmatory Deed of Assignment by the Company,
Bendon and the Noteholder (the “Deed of Assignment”);


 


WHEREAS,
the Company and the Noteholder desire to exchange (the “Exchange”) the Note for 1,666,667 ordinary shares,
no par value, of the Company (such class of shares, the “Ordinary Shares,” and the Ordinary Shares issued in
the Exchange, the “Exchange Shares”), on with the terms and conditions of this Agreement; and


 


WHEREAS,
the Exchange Shares will be acquired from the Company solely in exchange for the Note.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


 


1.
Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this
Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.


 


2.
The Exchange.


 


(a)
Pursuant to the terms and conditions of this Agreement, at the Closing (as defined below), the Noteholder shall surrender the
Note to the Company, and the Company shall deliver the Exchange Shares to the Noteholder. On the Closing Date, the Note shall
be cancelled and all obligations of the Company under the Note shall be deemed fulfilled.


 


(b)
To the extent that issuance of the Exchange Shares will cause the Noteholder’s beneficial ownership of the Ordinary Shares
to exceed 9.99% of the number of outstanding Ordinary Shares (as determined in accordance with Section 13 of the Securities Exchange
Act of 1934, as amended (the “1934 Act”), and Regulation 13D thereunder), the Company shall, in lieu of issuing
the Exchange Shares in excess of such limit (the “Excess Shares”), instead issue to the Noteholder a pre-funded
warrant, in substantially the form of Exhibit A hereto (a “Prefunded Warrant”), entitling the holder
thereof to acquire a number of Ordinary Shares equal to the sum of (i) the number of Excess Shares, and (ii) a number of Ordinary
Shares with a value equal to the aggregate exercise price of Pre-Funded Warrants issued pursuant to this Section.


 




    	 



     


    

 


(c)
The obligations of the Company to close the transaction contemplated hereby shall be conditioned upon (a) the Noteholder’s
delivery of a duly executed counterpart to this Agreement, (b) the representations and warranties of the Noteholder being true
and correct as of the date of the Closing as if made on the date of the Closing, and (c) the Noteholder and/or the Noteholder’s
broker delivering any certificates or other documents required by the Company’s transfer agent or by the Company’s
counsel for delivery of the Exchange Shares without any legend or stop transfer instructions.


 


(d)
The obligations of the Noteholder to close the transactions contemplated hereby shall be conditioned upon (a) the Company’s
delivery of a duly executed counterpart to this Agreement, (b) the representations and warranties of the Company being true and
correct as of the date of the Closing as if made on the date of the Closing, (c) the Company’s delivery of a copy of irrevocable
instructions to the Company’s transfer agent instructing the transfer agent to issue the Exchange Shares via DWAC to the
Noteholder’s designated brokerage account, and (d) if applicable, the Company’s delivery of a duly executed Prefunded
Warrant.


 


(e)
Each of the Company and the Noteholder shall use its commercially reasonable efforts to take or cause to be taken all actions,
and to do or cause to be done all things, reasonably necessary, proper or advisable to consummate and make effective the transactions
contemplated by this Agreement as promptly as practicable.


 


(f)
The Exchange contemplated herein is intended to comport with the requirements of Section 3(a)(9) of the Securities Act of 1933,
as amended (the “1933 Act”), and paragraph of (d)(3)(ii) of Rule 144 of Regulaton promulgated under the 1933
Act. The parties acknowledge and agree that the Exchange Shares are being issued in exchange for and not in satisfaction of the
Note, and shall not constitute a novation or satisfaction and accord of the Note.


 


3.
Closing. The closing of the transaction contemplated hereby (the “Closing”) shall occur on the date
that the conditions set forth in Sections 2(c) and 2(d) are satisfied or waived or such other date as is mutually
agreed by the Noteholder and the Company.


 


4.
The Company’s Representations, Warranties and Agreements. In order to induce the Notehlder to enter into this Agreement,
the Company hereby acknowledges, represents, warrants and agrees as follows: (a) Borrower has full power and authority to enter
into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized
by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority
is required as a condition to the validity of this Agreement or the performance of any of the obligations of Borrower hereunder,
other than consents, approvals, filings or registrations that have been obtained and filings required pursuant to the 1933 Act,
the 1934 Act, the rules and regulations thereunder and the rules of The Nasdaq Stock Market LLC, (c) except as specifically set
forth herein, nothing herein shall in any manner release, lessen, modify or otherwise affect the Company’s obligations under
the Note, (e) the issuance of the Exchange Shares is duly authorized by all necessary corporate action and the Exchange Shares
are validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions,
obligations, security interests and encumbrances of any kind, nature and description, other than any restrictions under securities
laws, (f) the Company has not received any consideration in any form whatsoever for entering into this Agreement, other than the
surrender of the Note, and (g) the Company has taken no action which would give rise to any claim by any person for a brokerage
commission, placement agent or finder’s fee or other similar payment by the Noteholder related to this Agreement.


 




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7.
The Noteholder’s Representations, Warranties and Agreements. In order to induce the Comapny to enter into this Agreement,
the Noteholder hereby acknowledges, represents, warrants and agrees as follows: (a) the Noteholder has full power and authority
to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly
authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental
authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of the Noteholder
hereunder, and (c) the Noteholder has taken no action which would give rise to any claim by any person for a brokerage commission,
placement agent or finder’s fee or other similar payment by the Company related to this Agreement.


 


8.
Sale Restrictions. The Noteholder shall not publicly sell, directly or indirectly, any Exchange Shares, including any Ordinary
Shares issuable upon exercise of the Prefunded Warrant (the “Restricted Shares”), on any trading day, if such
sale, together with all prior sales of Restricted Shares by the Noteholder on such trading day, exceeds 10% of the average daily
trading volume of the Ordinary Shares (as reported by The Nasdaq Stock Market LLC) for the previous five (5) trading days (the
“Daily Limit”); provided, however, that any sales of Restricted Shares at a price greater than
or equal to 100% of the closing sale price of the Ordinary Shares (as reported by The Nasdaq Stock Market LLC) on the immediately
preceding trading day shall be excluded in the Daily Limit calculation above. Each party hereto acknowledges that, in view of
the uniqueness of the provisions contemplated by this Section, the other parties hereto would not have an adequate remedy at law
for money damages in the event that this provisions of this Section have not been performed in accordance with their terms, and
therefore agrees that the other party shall be entitled to specific enforcement of the terms hereof in addition to any other remedy
to which it may be entitled, at law or in equity.


 


9.
Excluded Information Waiver. The Noteholder understands that it may not be privy to certain material non-public information
with respect to the business operations, financial condition and prospects of the Company, including information related to potential
capital raising activity by the Company (“Excluded Information”), and that the Excluded Information could be
negative in nature and, if released to the public, could have a negative impact on the market price of the securities of the Company.
Notwithstanding the foregoing, the Noteholder is still desirous of effectuating this transaction and acquiring the Exchange Shares
from the Company. The Noteholder is not requesting the Excluded Information and agrees that the Company is not obligated to disclose
any Excluded Information to the Noteholder and that the Company shall not have any liability with respect to any non-disclosure
of the Excluded Information. As a condition to the Company’s agreement to issue the Exchange Shares to the Noteholder, to
the fullest extent permitted by law, the Noteholder hereby releases and waives any and all claims, causes of action, actions,
proceedings, suits, judgments, liens and executions and claims, whether known or unknown, now or hereafter arising against the
Company or its officers, directors, agents or controlling stockholders, based upon or relating to such non-disclosure or the Noteholder’s
failure to review the Excluded Information and further covenants not to sue the Company or its officers, directors, agents or
controlling stockholders for any loss, damage or liability arising from or relating to the issuance of the Exchange Shares.


 




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10.
Governing Law; Venue. The provisions set forth in the Deed Poll to determine the governing law and jurisdiction for any
disputes are incorporated herein by this reference.


 


11.
Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties
had signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of
copies of this Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall
constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement
for all purposes. Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including
email) shall be deemed to be their original signatures for all purposes.


 


12.
Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to
achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force
and effect.


 


13.
Entire Agreement. This Agreement, together with all other documents referred to herein, supersedes all other prior oral
or written agreements between the Company, the Noteholder and their affiliates and persons acting on their behalf with respect
to the matters discussed herein, and this Agreement and the other documents referred to herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein,
neither the Noteholder nor the Company makes any representation, warranty, covenant or undertaking with respect to such matters.


 


14.
Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision
of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.


 


15.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. Neither the Company nor the Noteholder may assign this Agreement or any of its rights or obligations herein
without the prior written consent of the other party.


 


16.
Continuing Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, the Note and the
Deed Poll shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions. This
Agreement shall not be effective or binding unless and until it is fully executed and delivered by the Noteholder and the Comapny.
If there is any conflict between the terms of this Agreement, on the one hand, and the Note or the Deed Poll, on the other hand,
the terms of this Agreement shall prevail.


 


17.
Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.


 




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18.
Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under
this Agreement to be given to Borrower or Lender shall be given as set forth in the “Notices” section of the Deed
Poll.


 


19.
Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


20.
General Waiver. In addition to, and without limiting, the waiver and release set forth in Section 9, the Noteholder, on
behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members,
successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the Company
and its present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders,
members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of
and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings,
obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known
or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity, whether in contract,
tort or otherwise, which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees
for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Agreement,
except the obligations hereunder and any liability for breach of this Agreement.


 


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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.


 


	 	COMPANY:
	 	 	 
	 	NAKED
    BRAND GROUP LIMITED
	 	 	 
	 	By:	/s/
    Justin Davis-Rice
	 	Name:	Justin
    Davis-Rice
	 	Title:	Executive
    Chairman
	 	 	 
	 	NOTEHOLDER:
	 	 	 
	 	MV
    FINANCES SARL
	 	 	 
	 	By:	/s/
    Tomy Valentin
	 	Name:	Tomy
    Valentin
	 	Title:	Gerant


 


[Signature
Page to Exchange Agreement]




 




    	 



     


    

 


EXHIBIT
A


 


PREFUNDED
WARRANT


 


[Attached]


 









    	 



     


    



 


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


 


NAKED
BRAND GROUP LIMITED


 


Pre-Funded
Warrant To Purchase Ordinary Shares


 


Warrant
No.: PFW-20200703-01


 


Date
of Issuance:                     ,
2020 (“Issuance Date”)


 


Naked
Brand Group Limited, an Australian company (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, MV Finances SARL, 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 being issued pursuant to that certain Exchange Agreement, dated as of July 3, 2020, by and
between the Holder and the Company (the “Exchange Agreement”). Except as otherwise defined herein, capitalized
terms in this Warrant shall have the meanings set forth in Section 15 or in the Exchange 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(e)), 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. 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. The Company shall cause the Warrant Shares purchased
hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s
balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”)
if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the
issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale
by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to
which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Exercise Notice by the date
that is the latest of (i) two (2) Trading Days after the delivery to the Company of the Exercise Notice, or (ii) one (1) Trading
Day after delivery of the aggregate Exercise Price to the Company. 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). No fractional Ordinary Shares are to be issued upon the
exercise of this Warrant, but rather the number of Ordinary Shares to be issued shall be rounded up to the nearest whole number.
The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares
upon exercise of this Warrant.


 


(b)
Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.01, 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.


 




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(d)
Cashless Exercise. If at any time after the six-month anniversary of the Issuance Date, there is no effective registration
statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant
may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall
be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A) a “Cashless
Exercise”), where:


 


(A)
= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice
of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day, (2) both executed
and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as
defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, or (3) executed
during “regular trading hours” on a Trading Day and delivered within two (2) hours thereafter (including until two
(2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (ii) the
VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice
of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours”
on such Trading Day;


 


(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and


 


(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant
if such exercise were by means of a cash exercise rather than a cashless exercise.


 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period
of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any
position contrary to this Section 1(d).


 




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(e)
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 this Warrant 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 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.


 


(f)
Reservation of Shares. The Company shall initially reserve out of its authorized and unissued Ordinary Shares a number
of Ordinary Shares equal to 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 the maximum number of Warrant Shares issuable to satisfy the Company’s obligation to issue Ordinary Shares
hereunder.


 


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 Issuance
Date, (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 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).


 




    	5



     


    

 


(b)
Fundamental Transactions. If at any time while this Warrant is outstanding, the Company completes a Fundamental Transaction,
then, upon any subsequent exercise of this Warrant, in lieu of or in addition to (as the case may be) the number of Warrant Shares
then issuable upon exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the stock, securities, cash
or other property receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which
this Warrant is exercisable immediately prior to such Fundamental Transaction. If holders of Ordinary Shares are given any choice
as to the stock, securities, cash or other property to be received in a Fundamental Transaction, then the Holder shall be given
the same choice as to such property it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding
anything herein to the contrary, the number of Ordinary Shares issuable upon exercise of this Warrant shall continue to be limited
by the Maximum Percentage of Ordinary Shares as set forth in Section 1(e).


 


(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, and (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.


 


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.


 




    	6



     


    

 


7.
REISSUANCE OF WARRANTS.


 


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


 


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


 


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


 




    	7



     


    

 


(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 as set forth in the “Notices”
section of the Deed Poll. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this
Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality
of the foregoing, the Company will give written notice to the Holder (i) as soon as practicable upon each adjustment of the Exercise
Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s)
and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect
to any dividend or distribution upon the Ordinary Shares, (B) with respect to any grants, issuances or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities, indebtedness, or other property pro rata to holders of Ordinary
Shares or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided
in each case that such information (to the extent it constitutes, or contains, material, non-public information regarding the
Company shall be made known to the public prior to or in conjunction with such notice being provided to the Holder) and (iii)
at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided
hereunder (whether under this Section 8 or otherwise) constitutes, or contains, material, non-public information regarding the
Company, the Company shall simultaneously file such notice with the Securities and Exchange Commission (the “SEC”)
pursuant to a Report of Foreign Private Issuer 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(e)) 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. 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).


 




    	8



     


    

 


11.
GOVERNING LAW. The provisions set forth
in the Deed Poll to determine the governing law and jurisdiction for any disputes are incorporated herein by this reference.


 


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.


 


13.
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 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.


 


14.
TRANSFER. This Warrant may be offered
for sale, sold, transferred or assigned without the consent of the Company, provided such sale, transfer or assignment is exempt
from the registration requirements under the 1933 Act.


 


15.
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 Aukland, New Zealand are authorized or required by law to remain closed.


 




    	9



     


    

 


(c)
“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.


 


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


 


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


 


(f)
“Expiration Date” means the date that is             , 2030 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.


 


(g)
“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.


 


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


 




    	10



     


    

 


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


 


(j)
“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.


 


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


 


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


 


(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).


 


(o)
“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal
securities exchange or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New
York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “Volume at Price” function
or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market
on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00
p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by
Bloomberg for such hours, the average of the three highest closing bid prices and the three lowest closing ask prices of all of
the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets
LLC). If VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on
such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations shall be
appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


[signature
page follows]


 




    	11



     


    

 


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


 


	 	NAKED
    BRAND GROUP LIMITED
	 	 	 
	 	By:	     
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


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


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


	Date:
    	_______________
    __, ______	 
	 	 
	 	 
	Name
    of Registered Holder	 


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


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


 




    	 



    	 



    

 


ANNEX
A TO EXERCISE NOTICE


 


CASHLESS
EXERCISE 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.


 


[(A-B)
(X)] / (A) = ________________ Ordinary Shares


 


For
purposes of the foregoing formula:


 


A
= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice
of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day, (2) both executed
and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as
defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, or (3) executed
during “regular trading hours” on a Trading Day and delivered within two (2) hours thereafter (including until two
(2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (ii) the
VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice
of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours”
on such Trading Day = _________________.


 


B
= the Exercise Price of the Warrant, as adjusted thereunder = ______________.


 


X
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant
if such exercise were by means of a cash exercise rather than a cashless exercise = ______________.


 


	Date:
    	_______________
    __, ______	 
	 	 	 
	 	 
	Name
    of Registered Holder 	 


 


	By:	 	 
	Name:	 	 
	Title: