Exhibit 10.16


No. 2020-__


RED CAT
HOLDINGS, INC.


COMMON STOCK PURCHASE WARRANT






THE WARRANT REPRESENTED BY THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IS SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE
COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.


WARRANT CERTIFICATE


THIS WARRANT CERTIFICATE (the
"Warrant Certificate") certifies that for value received, _______________ (the
"Holder"), is the owner of this warrant (the "Warrant"), which entitles the Holder to
purchase at any time on or before the Expiration Date (as defined below) sixty-six thousand six hundred _______ (_____)
shares (the "Warrant Shares") of fully paid non-assessable shares of the common stock (the "Common
Stock") of RED CAT HOLDINGS, INC., a Nevada corporation (the "Company"), at a purchase price per
Warrant Share of One Dollar and Fifty Cents ($1.50) (the "Purchase Price"), in lawful money of the United
States of America by bank or certified check, subject to adjustment as hereinafter provided. This Warrant Certificate is
issued in connection with the closing of a financing transaction with the Holder in accordance with, and as required by, the
terms of that certain Securities Purchase Agreement dated the date hereof by and between the Company and the Holder.


 


 


 1. WARRANT; PURCHASE PRICE.




 


Notwithstanding anything
to the contrary in this Agreement, in the event of a Qualified Offering (as defined below), the Purchase Price shall be the lower
of (i) $1.50, or (ii) 25% discount of the price per share of Common Stock offered in the Qualified Offering. A “Qualified
Offering” shall mean an offering of Common Stock (and other securities potentially) resulting in the listing for trading
of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market
or the New York Stock Exchange (or any successors to any of the foregoing).


2. EXERCISE;
EXPIRATION DATE.


(a) This
Warrant is exercisable, at the option of the Holder, at any time after the date of issuance and on or before the Expiration Date
(as defined below) by delivering to the Company written notice of exercise (the "Exercise Notice"), stating the
number of Warrant Shares to be purchased thereby, accompanied by bank or certified check payable to the order of the Company for
the Warrant Shares being purchased. Within ten (10) business days of the Company's receipt of the Exercise Notice accompanied by
the consideration for the Warrant Shares being purchased, the Company shall instruct its transfer agent to issue and deliver to
the Holder a certificate representing the Warrant Shares being purchased. In the case of exercise for less than all of the Warrant
Shares represented by this Warrant Certificate, the Company shall cancel this Warrant Certificate upon the surrender thereof and
shall execute and deliver a new Warrant Certificate for the balance of such Warrant Shares.


(b)
Expiration. The term "Expiration Date" shall mean 5:00 p.m., Pacific time, on the fifth (5th)
anniversary of the date set forth in the signature block of this Warrant or if such date in the State of Nevada shall be a holiday
or a day on which banks are authorized to close, then 5:00 p.m., Pacific time, the next following day which in the State of Nevada
is not a holiday or a day on which banks are authorized to close.


3. 
RESTRICTIONS ON TRANSFER.


(a) 
Restrictions. This Warrant and the Warrant Shares issuable upon exercise of this Warrant may not be assigned, transferred,
sold, or otherwise disposed of unless (i) there is in effect a registration statement under the Act covering such sale, transfer,
or other disposition or (ii) the Holder furnishes to the Company an opinion of counsel, reasonably acceptable to counsel for the
Company, to the effect that the proposed sale, transfer, or other disposition may be effected without registration under the Act,
as well as such other documentation incident to such sale, transfer, or other disposition as the Company's counsel shall reasonably
request.


(b) 
Legend. Any Warrant Shares issued upon the exercise of this Warrant shall bear substantially the following legend:


“The
shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been
acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective registration statement
and with respect to the shares or an exemption from the registration requirements of said act that is then applicable to the shares,
as to which a prior opinion of counsel acceptable to the issuer or transfer agent may be required.”


4. 
RESERVATION OF SHARES.


The Company covenants
that it will at all time reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon
exercise of this Warrant, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The
Company covenants that all shares of Common Stock which shall be issuable upon exercise of this Warrant shall be duly and validly
issued and fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issue thereof.


5. 
LOSS OR MUTILATION.


If the Holder loses
this Warrant, or if this Warrant is stolen, destroyed or mutilated, the Company shall issue an identical replacement Warrant upon
the Holder's delivery to the Company of a customary agreement to indemnify the Company for any losses resulting from the issuance
of the replacement Warrant.


6. 
PROVISIONS REGARDING ADJUSTMENTS TO STOCK.


(a)Stock
Dividends, Subdivisions, Combinations and Similar Events.The number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to reflect (that is, to provide the same after-conversion percentage ownership as if the following
event had not occurred) any (i) forward and reverse stock splits, stock dividends, and similar events which, while they change
the number of shares outstanding, do not change the relative ownership of the stockholders; and (ii) capital reorganizations, mergers,
and similar events which cause changes in the common stock into which a convertible security may be converted or for which a warrant
or option may be exercised.


(b) Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Purchase Price, the Company, at its expense,
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the Holder
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based. The Company shall, upon the written request at any time of the Holder, furnish or cause to be furnished to such holder
a like certificate setting forth (i) such adjustments and readjustments, (ii) the Purchase Price at the time in effect for this
Warrant and (iii) the number of shares of Common Stock and the amount, if any, or other property which at the time would be received
upon the exercise of this Warrant.


(c)   
Notices of Record Date. In the event of any fixing by the Company of a record date for the holders of any class of
securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend)
or other distribution, any shares of Common Stock or other securities, or any right to subscribe for, purchase or otherwise acquire,
or any option for the purchase of, any shares of stock of any class or any other securities or property, or to receive any other
right, the Company shall mail to the Holder at least thirty (30) days prior to the date specified therein, a notice specifying
the date on which any such record is to be taken for the purpose of such dividend, distribution or rights, and the amount and character
of such dividend, distribution or right.


(d) Merger, Consolidation,
etc. In case of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation
or merger of the Company with another corporation (or in the case of any sale, transfer, or other disposition to another corporation
of all or substantially all the property, assets, business, and goodwill of the Company), the Holder of this Warrant shall thereafter
be entitled to purchase the kind and amount of shares of capital stock which this Warrant entitled the Holder to purchase immediately
prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, transfer, or other disposition;
and in any such case appropriate adjustments shall be made in the application of the provisions of this Section 6 with respect
to rights and interests thereafter of the Holder of this Warrant to the end that the provisions of this Section 6 shall thereafter
be applicable, as near as reasonably may be, in relation to any shares or other property thereafter purchasable upon the exercise
of this Warrant.


(e) Fractional
Shares. No certificate for fractional shares shall be issued upon the exercise of this Warrant, but in lieu thereof the Company
shall purchase any such fractional shares calculated to the nearest cent or round up the fraction to the next whole share.


(f) Rights
of the Holder. The Holder of this Warrant shall not be entitled to any rights of a shareholder of the Company in respect of
any Warrant Shares purchasable upon the exercise hereof until such Warrant Shares have been paid for in full and issued to it.
As soon as practicable after such exercise, the Company shall deliver a certificate or certificates for the number of full shares
of Common Stock issuable upon such exercise, to the person or persons entitled to receive the same.


7. RepResentations
and Warranties.


The Holder, by acceptance
of this Warrant, represents and warrants to, and covenants and agrees with, the Company as follows:


(a) The Warrant
is being acquired for the Holder's own account for investment and not with a view toward resale or distribution of any part thereof,
and the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same.


(b) The Holder is
aware that the Warrant is not registered under the Act or any state securities or blue-sky laws and, as a result, substantial restrictions
exist with respect to the transferability of the Warrant and the Warrant Shares to be acquired upon exercise of the Warrant.


(c ) The Holder
is an accredited investor as defined in Rule 501(a) of Regulation D under the Act and is a sophisticated investor familiar with
the type of risks inherent in the acquisition of securities such as the Warrant, and its financial position is such that it can
afford to retain the Warrant and the Warrant Shares for an indefinite period of time without realizing any direct or indirect cash
return on this investment.


8. NO IMPAIRMENT.


The Company shall
not by any action including, without limitation, amending its certificate of incorporation or through any reorganization, transfer
of assets, consolidation, merger, 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, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against
impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount payable therefore upon such exercise immediately prior
to such increase in par value, (b) 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 shares of Common Stock upon the exercise of this Warrant, and (c) use its best
efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as
may be necessary to enable the Company to perform its obligations under this Warrant. Upon the request of Holder, the Company will
at any time during the period this Warrant is outstanding acknowledge in writing, in form satisfactory to Holder, the continuing
validity of this Warrant and the obligations of the Company hereunder.


9. REGISTRATION
RIGHTS.


If at any time after the
date hereof the Company shall determine to prepare and file with the Securities and Exchange Commission (the “Commission”)
a registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933,
as amended, of any of its equity securities (other than a registration statement on Form S-4 or Form S-8), then the Company shall
send to the Holder written notice of such determination. Within ten (10) calendar days after receipt of such notice, the Holder
shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares such
Holder requests to be registered and prepare and file the Registration Statement with the Commission and shall use its commercially
reasonable efforts to have the registration statement declared effective by the Commission as soon as reasonably practicable.
All expenses incurred by the Company in complying with this provision, including, without limitation, all registration and filing
fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company, fees
and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky”
laws, fees of the NASD, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.”
All selling commissions applicable to the sale of Warrant Shares pursuant to this provision are called "Selling Expenses."
The Company will pay all Registration Expenses in connection with the registration statement under this section. Selling Expenses
in connection with each registration statement shall be borne by the Holder and will be apportioned among such Holders in proportion
to the number of Warrant Shares included therein for a Holder relative to all the securities included therein for all selling
holders, or as all Holders may agree.


 


10. SUPPLYING INFORMATION.


The Company shall
cooperate with Holder and each holder of Warrant Shares in supplying such information pertaining to the Company as may be reasonable
necessary for such Holder and each holder of Warrant Shares to complete and file any information reporting forms presently or hereafter
required by the Securities and Exchange Commission as a condition to the availability of an exemption from the Act for the sale
of Warrant Shares.


11 LIMITATION OF
LIABILITY.


No provision hereof,
in the absence of affirmative action by Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges
of Holder hereof, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of
the Company, whether such liability is asserted by the Company or by creditors of the Company.


12 MISCELLANEOUS.


(a) Transfer
Taxes; Expenses. The Holder shall pay any and all underwriters' discounts, brokerage fees, and transfer taxes, as may be applicable,
incident to the sale of this Warrant or the sale of the underlying shares issuable hereunder, and shall pay the fees and expenses
of any special attorneys or accountants retained by it.


(b)  Successors
and Assigns. Subject to compliance with the provisions of Section 3, this Warrant and the rights evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company and the successors and assigns of Holder. The provisions of
this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any
such Holder.


(c) Notice. Any notice or other communication
required or permitted to be given to the Company shall be in writing and shall be delivered by certified mail with return receipt
or delivered in person against receipt, addressed to the Company at 1040 First Avenue, Suite 190, New York, NY 10022.


 


(d) Governing Law. This Warrant Certificate
shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without reference to the conflicts
of laws provisions thereof.


 


IN WITNESS WHEREOF,
the Company has caused this Warrant Certificate to be duly executed as of the date set forth below.


Red Cat Holdings, Inc.


 


 


By:   _______________________________


Jeffrey Thompson 


Chief Executive
Officer 


 


 


Issuance Date: ____________, 2020




    	 



    	 



    

RED CAT HOLDINGS, INC.


FORM OF EXERCISE OF WARRANT


No. 2020__


□
The undersigned hereby elects to exercise this Warrant as to _____________ shares of the Common Stock of Red Cat Holdings,
Inc., a Nevada corporation, covered thereby. Enclosed herewith is a bank or certified check in the amount of $_____________ payable
to the Company.


 


Delivery of exercise notice
requiring a payment by check must be by national courier (Fedex, UPS, etc.) to:


Red Cat Holdings,
Inc.


1607 Ponce De
Leon Avenue, Suite 407


San Juan, Puerto
Rico 00909


Attn: Jeffrey
Thompson


 


The shares should be sent to me at the
address provided below.


 


Date:_______________                   _________________________________________


(Signature)


 


Name (Printed):
______________________________


 


Address: __________________________________


 


__________________________________________


 


Social Security Number (for
individual holder) or Employer Identification Number (Tax ID) (for entity):


 


__________________________________________