Exhibit
4.1


 


Form
of Representative’s Warrant Agreement


 


THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE
WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN,
PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL
TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE
HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) ALEXANDER CAPITAL, L.P. OR AN
UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL,
L.P. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2).


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO May 29, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, NOVEMBER 30, 2025.


 


COMMON
STOCK PURCHASE WARRANT


 


For
the Purchase of [             ] Shares of Common Stock


of


AMMO,
INC.


 


1. Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [__________]
(“Holder”), as registered owner of this Purchase Warrant, to Ammo, Inc., a Delaware corporation (the
“Company”), Holder is entitled, at any time or from time to time from May 29, 2021 (the
“Commencement Date”), and at or before 5:00 p.m., Eastern time, November 30, 2025 (the
“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to
[____________] shares of common stock of the Company, par value $0.001 per share (the “Shares”), subject to
adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by
law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance
with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would
terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $2.63 per Share; provided, however,
that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Purchase Warrant,
including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as
therein specified. This Warrant is being issued pursuant to the certain Underwriting Agreement (the “Underwriting
Agreement”), dated November 30, 2020, by and among the Company, the Holder and other underwriters named therein,
providing for the public offering (the “Offering”) of shares of common stock, par value $0.001 per share,
of the Company. The term “Effective Date” shall mean the effective date of the Registration Statement on
Form S-1 (File No. 333- 248800). The term “Exercise Price” shall mean the initial exercise price or the
adjusted exercise price, depending on the context.


 




    	 



     


    

 


1.
Exercise.


 


1.1
Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed
and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares
being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by
certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00
p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.


 


1.2
Cashless Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order
of the Company pursuant to Section 1.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase
Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise
form attached hereto, in which event the Company shall issue to Holder, Shares in accordance with the following formula:


 


	X
    = 	Y(A-B)
	A


 


Where,


 


X
= The number of Shares to be issued to Holder;


Y
= The number of Shares for which the Purchase Warrant is being exercised;


A
= The fair market value of one Share; and


B
= The Exercise Price.


 


For
purposes of this Section 1.2, the fair market value of a Share is defined as follows:


 


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


 


(ii)
if the Company’s common stock is actively traded over-the-counter, the fair market value shall be deemed to be the closing
bid price on the trading day immediately prior to the date the exercise form is submitted to the Company in connection with the
exercise of the Purchase Warrant; or


 


(iii)
if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s
Board of Directors.


 




    	 



     


    

 


1.3
Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows
unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”):


 


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


 


1.4
No Obligation to Net Cash Settle. Notwithstanding anything to the contrary contained in this Purchase Warrant, in
no event will the Company be required to net cash settle the exercise of the Purchase Warrant. The holder of the Purchase Warrant
will not be entitled to exercise the Purchase Option unless it exercises such Purchase Warrant pursuant to the cashless exercise
right or a registration statement is effective, or an exemption from the registration requirements is available at such time and,
if the Holder is not able to exercise the Purchase Warrant, the Purchase Warrant will expire worthless.


 


2.
Transfer.


 


2.1
General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof,
that such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred
eighty (180) days following the Effective Date to anyone other than: (i) Alexander Capital, L.P. (“Alexander Capital”)
or another underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of Alexander
Capital or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause
this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call
transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except
as provided for in FINRA Rule 5110(g)(2). On and after one (1) year after the Effective Date, transfers to others may be made
subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder
must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant
and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer
this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of
like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable
hereunder or such portion of such number as shall be contemplated by any such assignment.


 




    	 



     


    

 


2.2
Restrictions Imposed by the Securities Act. The securities evidenced by this Purchase Warrant shall not be transferred
unless and until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant
to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is
established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Cozen O’Connor
shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective
amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared
effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities
law has been established.


 


3.
Registration Rights.


 


3.1
“Piggy-Back” Registration.


 


3.1.1
Grant of Right. The Holder shall have the right, for a period of no more than seven (7) years from the Effective Date in
accordance with FINRA Rule 5110(f)(2)(G)(v), to include any portion of the Shares underlying the Purchase Warrants (collectively,
the “Registrable Securities”) as part of any other registration of securities filed by the Company (other than
in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any
equivalent form); provided, however, that if, solely in connection with any primary underwritten public offering
for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on
the number of shares of common stock which may be included in the Registration Statement because, in such underwriter(s)’
judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company
shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect
to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities
shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable
Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable
Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion
of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.


 


3.1.2
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section
3.1.1 hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by
the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration,
the Company shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice
prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for
each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder.
The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written
notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement. Except
as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration
under this Section 3.1.2; provided, however, that such registration rights shall terminate upon on the sixth anniversary
of the Commencement Date.


 




    	 



     


    

 


3.2
General Terms.


 


3.2.1
Indemnification. The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration
statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act
or Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against all loss,
claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities
Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect
as the provisions pursuant to which the Company has agreed to indemnify the Underwriters contained in Section 5.1 of the Underwriting
Agreement between the Underwriters and the Company, dated as of November 30, 2020. The Holder(s) of the Registrable Securities
to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify
the Company and its affiliates, against all loss, claim, damage, expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they
may become subject under the Securities Act, the Exchange Act or otherwise, arising from information furnished by or on behalf
of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to the same
extent and with the same effect as the provisions contained in Section 5.2 of the Underwriting Agreement pursuant to which the
Underwriters have agreed to indemnify the Company.


 


3.2.2
Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s)
to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


3.2.3
Documents Delivered to Holders. The Company shall furnish to each Holder participating in any underwritten offerings and
to each underwriter of any such offering, a signed counterpart, addressed to such Holder and underwriter, of: (i) an opinion of
counsel to the Company, dated the effective date of such registration statement (and an opinion dated the date of the closing
under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the effective date of such
registration statement (and a letter dated the date of the closing under the underwriting agreement) signed by the independent
registered public accounting firm which has issued a report on the Company’s financial statements included in such registration
statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus
included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial
statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters
in underwritten public offerings of securities. The Company shall also deliver promptly to each Holder participating in the underwritten
offering requesting the correspondence and memoranda described below and to the managing underwriter copies of all correspondence
between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission
or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon
reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records
and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such
reasonable extent and at such reasonable times as any such Holder shall reasonably request.


 




    	 



     


    

 


3.2.4
Underwriting Agreement. In the event the Company shall enter into an underwriting agreement with any managing underwriter(s),
if any, selected by the Company with respect to the Registrable Securities that are being registered pursuant to this Section
3, which managing underwriter shall be reasonably satisfactory to the Majority Holders. Such agreement shall be reasonably satisfactory
in form and substance to the Company and such managing underwriters, and shall contain such representations, warranties and covenants
by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter.
The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and
may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit
of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any
representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders,
their Shares and their intended methods of distribution.


 


3.2.5
Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish
to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling
security holders.


 


3.2.6
Damages. Should the registration or the effectiveness thereof required by Section 3.1 hereof be delayed by the Company
or the Company otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief
available to the Holder(s), be entitled to seek specific performance or other equitable (including injunctive) relief against
the threatened breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages
and without the necessity of posting bond or other security.


 


4.
New Purchase Warrants to be Issued.


 


4.1
Partial Exercise or Transfer. Subject to the restrictions in Section 2 hereof, this Purchase Warrant may be exercised
or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase
Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise
Price and/or transfer tax if exercised pursuant to Section 1.1 hereto, the Company shall cause to be delivered to the Holder without
charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder
to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 




    	 



     


    

 


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


 


5.
Adjustments.


 


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


 


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


 


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


 


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


 




    	 



     


    

 


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


 


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


 


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


 


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


 




    	 



     


    

  


7.
Certain Notice Requirements.


 


7.1
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right
to vote or consent or to receive notice as a stockholder for the election of directors or any other matter, or as having any rights
whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their
exercise, any of the events described in Section 7.2 shall occur, then, in one or more of said events, the Company shall give
written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer
books for the determination of the stockholders entitled to such dividend, distribution, conversion or exchange of securities
or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company
shall deliver to each Holder a copy of each notice given to the other stockholders of the Company at the same time and in the
same manner that such notice is given to the stockholders.


 


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


 


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


 


7.4
Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall
be in writing and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service:
(i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or
(ii) if to the Company, to following address or to such other address as the Company may designate by notice to the Holders:


 




If to the Holder:


 


____________


____________


____________


 







    	 



     


    


 


Attn:
[●]


 


with
a copy (which shall not constitute notice) to:


 


Cozen
O’Connor


33
South 6th Street, Suite 3800


Minneapolis,
Minnesota 55402


Attn:
Christopher J. Bellini, Esq.


Email:


 


If
to the Company:


 


Ammo,
Inc.


7681
East Gray Road


Scottsdale,
Arizona 85260


Attention:
Fred W. Wagenhals, President and Chief Executive Officer


Email:


 


with
a copy (which shall not constitute notice) to:


 


Lucosky
Brookman LLP


101
Wood Avenue South


Woodbridge,
New Jersey 08830


Attention:
Joseph M. Lucosky, Esq.


Email:


 


8.
Miscellaneous.


 


8.1
Amendments. The Company and Alexander Capital may from time to time supplement or amend this Purchase Warrant without
the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that
may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions
arising hereunder that the Company and Alexander Capital may deem necessary or desirable and that the Company and Alexander Capital
deem shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent
of and be signed by the party against whom enforcement of the modification or amendment is sought.


 


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


 


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


 




    	 



     


    


 


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


 


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


 


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


 


8.7
Execution in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the
parties hereto and delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission
or other electronic transmission.


 


[Signature
Page Follows]


 




    	 



     


    


 


IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 3rd day of
December, 2020.


 


	 	AMMO,
    INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



     


    


 


[Form
to be used to exercise Purchase Warrant]


 


Date:
_______________, 20___


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for  _____shares of common stock, par value $0.0001
per share (the “Shares”), of Ammo, Inc., a Delaware corporation (the “Company”), and hereby
makes payment of $____________(at the rate of $[●] per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares
as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase
Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


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


 


	X
    = 	Y(A-B)
	A


Where,


 


X
= The number of Shares to be issued to Holder;


Y
= The number of Shares for which the Purchase Warrant is being exercised;


A
= The fair market value of one Share which is equal to $_____; and


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


 


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


 


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


 


Signature


 


	Signature
    Guaranteed	 	 


 




    	 



     


    


 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


Name:


 


	 	(Print
    in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


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


 




    	 



     


    


 


[Form
to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


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


 


FOR
VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase shares of common stock, par
value $0.0001 per share, of Ammo, Inc., a Delaware corporation (the “Company”), evidenced by the Purchase Warrant
and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated:
__________, 20__


 


Signature


 


	Signature
    Guaranteed	 	 


 


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