Exhibit
4.2


 


PURCHASE
WARRANT


 


Issued
to:


 


Eugene
Webb


 


Exercisable
to Purchase


 


675,000
Shares of Common Stock


 


of


 


AMMO,
Inc.


 


Issue
Date: February 17, 2021


Expiration
Date: February 17, 2026


 


THE
WARRANT REPRESENTED BY THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR
(2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES
LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES
ACT AND SUCH OTHER APPLICABLE LAWS.


 




    	 



    	 



    

 


This
is to certify that, as of February 17, 2021, for value received and subject to the terms and conditions set forth below, the Warrantholder
is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder, at any time on or after the Initial
Exercise Date and on or before the Expiration Date, up to 675,000 shares of Common Stock at the per share Exercise Price pursuant to
this Warrant (the “Warrant”).


 


This
Warrant is issued by the Company pursuant to Section 2(b) of the Soliciting Agent Agreement, subject to the following terms and conditions:


 


1.
Definitions of Certain Terms. Except as may be otherwise clearly required by the context, the following terms have the following
meanings:


 


(a)
“Cashless Exercise” means an exercise of a Warrant in which the Warrantholder elects to pay the Exercise Price with
Warrant Shares in lieu of payment in cash.


 


(b)
“Common Stock” means the common stock, par value $0.001 per share, of the Company.


 


(c)
“Company” means AMMO, Inc..


 


(d)
“Exercise Price” means $2.00 per share of Common Stock.


 


(e)
“Offering” means the offering of securities made pursuant to the Soliciting Agent Agreement.


 


(f)
“Offering Materials” means the transaction documents and related investment materials described in the Soliciting
Agent Agreement.


 


(g)
“Soliciting Agent Agreement” means that certain Soliciting Agent Agreement, dated as of December 21, 2020, between
the Company and Paulson Investment Company, LLC.


 


(h)
“Securities Act” means the Securities Act of 1933, as amended.


 


(i)
“Warrant Shares” means the shares of Common Stock for which this Warrant is exercisable.


 


(j)
“Warrantholder” means the record holder of the Warrant.


 


2.
Exercise of Warrant.


 


(a)
All or any part of the Warrant may be exercised commencing on the Issue Date (the “Initial Exercise Date”) and ending
at 5:00 p.m. Pacific Time on the five-year anniversary of the Issue Date (the “Expiration Date”) by surrendering this
Warrant, together with the aggregate Exercise Price and appropriate instructions included on the Exercise Form attached hereto as Exhibit
A (“Notice of Exercise”), duly executed by the Warrantholder or by its duly authorized attorney, at the office of
the Company, 7681 East Gray Road Scottsdale, Arizona 85260; or at such other office or agency as the Company may designate. The date
on which the Company receives the Notice of Exercise shall be the date of exercise.


 




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(b)
If the Warrantholder elects a Cashless Exercise, the Warrantholder shall surrender shares of Common Stock equal in value to the Exercise
Price as payment of the Exercise Price with its Notice of Exercise as provided in Section 2(b), and the Company shall issue to the Warrantholder
a number of shares of Common Stock computed using the following formula:


 


	 	 	X
    =	



 


	 	Where:	X
    =	The
    number of shares of Common Stock to be issued to the Warrantholder pursuant to a Cashless Exercise
	 	 	 	 
	 	 	Y
    =	The
    number of shares of Common Stock in respect of which the Cashless Exercise election is made
	 	 	 	 
	 	 	A
    =	The
    fair market value of one share of Common Stock at the time the Cashless Exercise election is made
	 	 	 	 
	 	 	B
    =	The
    Exercise Price (as adjusted to the date of the Cashless Exercise)


 


For
purposes of this Section 2(b), the fair market value of one share of Common Stock as of a particular date shall be determined as follows:
(i) if traded on a national securities exchange, the value shall be deemed to be the closing price of the Common Stock on such exchange
on the day prior to the Cashless Exercise; (ii) if traded over-the-counter, the value shall be deemed to be the mean of the closing bid
and ask price of the Common Stock on the day prior to the Cashless Exercise; and (iii) if there is no active public market, the value
shall be equal to the lower of (1) the most recent value of the Company’s Common Stock or Common Stock equivalent granted to an
employee or consultant and (2) the most recent issue or sale price of the Company’s Common Stock.


 


(c)
Subject to the provisions below, upon receipt of the Notice of Exercise, this Warrant and payment in full in cash or in surrender of
Warrant Shares, the Company shall promptly issue the Warrant Shares to the Warrantholder pursuant to the instructions in the Notice of
Exercise. If the Warrantholder requests book-entry shares, the Company shall cause the Warrant Shares to be transmitted by its transfer
agent to the Warrantholder by crediting the account of the Warrantholder or its designee with The Depository Trust Company through its
Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in that system and either
(i) there is an effective registration statement or applicable exemption permitting the issuance of the Warrant Shares to or resale of
the Warrant Shares by the Warrantholder or (ii) this Warrant is being exercised by Cashless Exercise. The Company agrees to maintain
a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. If the Company
is not a DWAC participant or the Warrantholder requests a physical certificate representing the Warrant Shares, the Company shall issue
and deliver a physical certificate representing the Warrant Shares to the Warrantholder. The Warrant Shares to be obtained on exercise
of the Warrant will be deemed to have been issued, and any person exercising the Warrant will be deemed to have become a holder of record
of those Warrant Shares, as of the later of (i) the date the Company receives the Notice of Exercise and (ii) the date the Company receives
available funds in cash in payment of the Exercise Price (the “Notice Date”). If the Warrant Shares are delivered
via DWAC or by physical delivery, the Company must deliver the Warrant Shares within three business days of the Notice Date (the “Warrant
Share Delivery Date”).


 




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(d)
If the Company does not deliver the Warrant Shares by the Warrant Share Delivery Date, the Company shall pay to the Warrantholder, in
cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the value of the
Common Stock on the date of the applicable Notice of Exercise), $10 per business day (increasing to $20 per business day on the fifth
business day after such liquidated damages begin to accrue) for each business day after the Warrant Share Delivery Date until the Warrant
Shares are delivered or Warrantholder rescinds its Notice of Exercise.


 


(e)
No fractional shares of Common Stock will be issued in connection with the exercise of the Warrant. If an exercise of the Warrant would
result in a fractional Warrant Share, the number of Warrant Shares to be issued shall be rounded to the nearest whole number.


 


(f)
Upon the exercise of the Warrant and at the request of the Warrantholder, the Company shall engage counsel to issue any legal opinion
required to sell or otherwise transfer the Warrant Shares and pay for the provision of the legal opinion and any associated costs.


 


(g)
If fewer than all the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute
and deliver to the Warrantholder a new Warrant (dated the date hereof), in form and tenor similar to this Warrant, evidencing that portion
of the Warrant not exercised.


 


(h)
Notwithstanding the foregoing, in no event shall Warrant Shares be issued, and the Company is authorized to refuse to honor the exercise
of the Warrant, if exercise of the Warrant would result in the opinion of the Company’s Board of Directors, upon advice of counsel,
in the violation of any law.


 


3.
Adjustments in Certain Events. The number, class, and price of Warrant Shares for which this Warrant may be exercised are subject
to adjustment from time to time as follows:


 


(a)
Adjustment for Stock Splits and Combinations. If the outstanding shares of the Company’s Common Stock are divided into a
greater number of shares or a dividend in stock is paid on the Common Stock, the number of shares of Common Stock for which the Warrant
is then exercisable will be proportionately increased and the Exercise Price will be proportionately reduced; and, conversely, if the
outstanding shares of Common Stock are combined into a smaller number of shares of Common Stock, the number of shares of Common Stock
for which the Warrant is then exercisable will be proportionately reduced and the Exercise Price will be proportionately increased. The
increases and reductions provided for in this Section 3(a) will be made with the intent and, as nearly as practicable, the effect that
neither the percentage of the total equity of the Company obtainable on exercise of the Warrant nor the price payable for such percentage
upon such exercise will be affected by any event described in this Section 3(a). Any adjustment made pursuant to this Section 3(a) shall
become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision or combination.


 




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(b)
Adjustment for Merger or Reorganization. In case of any change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation, purchase of substantially all the assets of the Company, or other change in the capital
structure of the Company, then, as a condition of such change, lawful and adequate provision will be made so that the Warrantholder will
have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares of stock or other securities or property
to which the Warrantholder would have been entitled if, immediately prior to such event, the Warrantholder had held the number of shares
of Common Stock obtainable upon the exercise of the Warrant. In any such case, appropriate adjustment will be made in the application
of the provisions set forth herein with respect to the rights and interest thereafter of the Warrantholder, to the end that the provisions
set forth herein will thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities
or property thereafter deliverable upon the exercise of the Warrant. The Company will not permit any change in its capital structure
to occur unless the issuer of the shares of stock or other securities to be received by the holder of this Warrant, if not the Company,
agrees to be bound by and comply with the provisions of this Warrant.


 


(c)
Right to Distributions. If securities of the Company or securities of any subsidiary of the Company are distributed pro rata to
holders of Common Stock, such number of securities will be distributed to the Warrantholder or its assignee upon exercise of its rights
hereunder as such Warrantholder or assignee would have been entitled to if this Warrant had been exercised prior to the record date for
such distribution. The provisions with respect to adjustment of the Common Stock provided in this Section 3 will also apply to the securities
to which the Warrantholder or its assignee is entitled under this Section 3(d).


 


(d)
Certificate of Adjustments. When any adjustment is required to be made in the number of Warrant Shares issuable upon exercise
of the Warrant, the Company will promptly determine the new number of Warrant Shares and shall (i) prepare and retain on file a statement
in its corporate records describing in reasonable detail the method used in arriving at the new number of Warrant Shares and (ii) cause
a copy of such statement to be mailed to the Warrantholder within 30 days after the date of the event giving rise to the adjustment.


 


(e)
Special Definitions. For the purposes of this Section 3, the following definitions shall apply:


 


(i)
“Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible
Securities.


 


(ii)
“Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly
convertible into or exchangeable for Common Stock, but excluding Options.


 


(iii)
“Additional Shares of Common Stock” shall mean all shares of Common Stock issued or deemed to be issued by the Company
after the date hereof, other than (1) shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stock
split, split-up or other distribution on shares of Common Stock that is covered by this Section 3; (2) shares of Common Stock or Convertible
Securities actually issued upon the exercise of Options or shares of Common Stock actually issued upon the conversion or exchange of
Convertible Securities, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security; and (3)
shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) through (3), collectively,
“Exempted Securities”).


 




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4.
Reservation of Shares. The Company agrees that the number of shares of Common Stock sufficient to provide for the exercise of
the Warrant upon the basis set forth above will, at all times during the term of the Warrant, be reserved for issuance.


 


5.
Validity of Shares. All Warrant Shares delivered upon the exercise of the Warrant will be duly and validly issued in accordance
with their terms and, upon payment of the Exercise Price, will be fully paid and non-assessable. The Company will pay all documentary
and transfer taxes, if any, in respect of the original issuance thereof upon exercise of the Warrant.


 


6.
Transferability.


 


(a)
Subject to compliance with any applicable securities laws, the Warrant may be transferred to individuals who are members, a partner,
officer or other representative, affiliate or stakeholder of Paulson Investment Company, LLC. The Warrant may be divided or combined,
upon request to the Company by the Warrantholder, into additional Warrants evidencing the same aggregate number of Warrant Shares. Any
such transfer shall be effected upon surrender of this Warrant at the principal office of the Company or its designated agent, together
with a written assignment of the Warrant substantially in the form attached hereto as Exhibit B duly executed by the Warrantholder or
its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and,
if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees,
as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a
new Warrant evidencing the portion of the Warrant not so assigned, and this Warrant shall promptly be cancelled.


 


7.
Securities Act Compliance. The Warrantholder hereby represents: (a) that this Warrant and any Warrant Shares will be acquired
for investment for the Warrantholder’s own account and not with a view to the resale or distribution of any part thereof, and (b)
that the Warrantholder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The
Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially in the following form, the
terms of which are agreed to by the Warrantholder:


 


“THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER
JURISDICTIONS AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”


 




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8.
No Rights as a Shareholder. Except as otherwise provided herein, the Warrantholder will not, by virtue of ownership of the Warrant,
be entitled to any rights of a shareholder of the Company but will, upon written request to the Company, be entitled to receive such
quarterly or annual reports as the Company distributes to its shareholders.


 


9.
Notice. Any notices required or permitted to be given hereunder will be in writing and may be served personally or by mail, including
by e-mail; and if served will be addressed as follows:


 


	If
    to the Company:	AMMO,
    Inc.

    Attn:
    Robert Wiley

    7681
    East Gray Road

    Scottsdale,
    AZ 85260

    Email:
    rob@ammo-inc.com

     

    

	If
    to the Warrantholder:

     

     

     

     

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

    
	Attention:
    [____]

     

    Harter
    Secrest & Emery LLP

    1600
    Bausch & Lomb Place

    Rochester,
    NY 14604

    Attention:
    James M. Jenkins, Esq.



 


Any
notice so given by mail will be deemed effectively given 48 hours after mailing when deposited in the United States mail, registered
or certified mail, return receipt requested, postage prepaid and addressed as specified above. Any notice given by e-mail must be accompanied
by confirmation of receipt, and will be deemed effectively given upon confirmation of such receipt. Any party may by written notice to
the other specify a different address for notice purposes.


 


10.
Miscellaneous.


 


(a)
Applicable Law and Jurisdiction. Any disputes arising under or relating to this Warrant shall be submitted to binding arbitration
in New York, New York under the auspices of FINRA Dispute Resolution. The decision of the arbitrator will be final, conclusive and binding
on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The Company
and Warrantholder shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its counsel fees
and expenses. Notwithstanding the foregoing, the Warrantholder may bring an action solely for equitable, declaratory, or injunctive relief
relating to its rights and the Company’s obligations under this Warrant in the federal or state courts of New York County, and
the Company hereby waives any objection to the laying of venue or jurisdiction in those courts.


 




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(b)
Remedies. The Warrantholder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
is entitled to specific performance of its rights and the Company’s duties under this Warrant. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of the Company’s breach of the provisions of this Warrant
and the Company hereby agrees to waive and not to assert the defense that a remedy at law would be adequate in any action for specific
performance relating to this Warrant.


 


(c)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.


 


(d)
Non-Waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Warrantholder
shall operate as a waiver of such right or otherwise prejudice the Warrantholder’s rights, powers or remedies. Without limiting
any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which
results in any material damages to the Warrantholder, the Company shall pay to the Warrantholder such amounts as shall be sufficient
to cover any reasonable costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate
proceedings, incurred by the Warrantholder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights,
powers or remedies hereunder.


 


(e)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Warrantholder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Warrantholder, shall give rise to any liability
of the Warrantholder 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.


 


(f)
Successors and Assigns. This Warrant may be assigned by the Warrantholder in accordance with applicable securities laws, this
Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted
assigns of the Company and the successors and permitted assigns of Warrantholder. The provisions of this Warrant are intended to be for
the benefit of any Warrantholder from time to time of this Warrant and shall be enforceable by the Warrantholder or holder of Warrant
Shares.


 


(g)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and
the Warrantholder.


 


(h)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.


 


(i)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.


 


[Signature
page follows.]


 




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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.


 


	 	AMMO,
    Inc.
	 	 	 
	 	By:	
	 	Name:
    	Robert
    Wiley
	 	Title:
    	Chief
    Financial Officer


 


[Soliciting
Agent Warrant]


 




    	 



    	 



    

 


Exhibit
A


 


EXERCISE
FORM


 


(To
Be Executed by the Warrantholder to Exercise the Warrant)


 


	TO:	AMMO,
    Inc.
	 	 
	(1)	The
    undersigned hereby irrevocably elects to exercise the right to purchase _________ shares of Common Stock, represented by the enclosed
    Warrant as follows:


 


	 	[  ]	Exercise
    for Cash. Pursuant to Section 2(a) of the Warrant, the Warrantholder hereby elects to exercise the Warrant for cash and tenders
    payment herewith (or has made a wire transfer) to the order of [Company Name] in the amount of $____________.
	 	 	 
	 	[  ]	Cashless
    Exercise. Pursuant to Section 2(b) of the Warrant, the Warrantholder hereby elects to exercise _______ of the Warrant on a cashless
    basis resulting in ______ common stock shares to be issued.


 


	(2)	The
    undersigned requests that the applicable number of shares of Common Stock be issued as follows pursuant to Section 2(c) of the Warrant:


 


	 	[  ]	Book-Entry
    Shares to be delivered via DWAC. 
	 	 	 
	 	[  ]	Certificated
    Shares to be delivered to the address below. 


 


	(3)	The
    undersigned requests that the applicable number of shares of Common Stock be issued and delivered to the following address:


 


	 	Name:		 
	 	DWAC
    Account Number: 		(if
    applicable)
	 	Address:		 
	 	 		 
	 	Email:		 


 


	(4)	The
    undersigned understands, agrees and recognizes that:


 


	 	a.	No
    federal or state agency has made any finding or determination as to the fairness of the investment or any recommendation or endorsement
    of the securities.



 






    	A-i



    	 



    

 





	 	b.	All
    certificates evidencing the shares of Common Stock, if any, may bear a legend substantially similar to the legend set forth in Section
    7 of the Warrant regarding resale restrictions.


 


	(5)	The
    undersigned acknowledges that the undersigned has received, read and understood the Warrant and agrees to abide by and be bound by
    its terms and conditions.


 


	Dated:
    _____________, 20___.	 	 
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	


 











	 	Note:
    Signature must correspond with the name as written upon the face of the Warrant in all respects, without alteration or enlargement
    or any change whatsoever.


 





[Soliciting
Agent Warrant Exercise Form]


 




    	A-ii



    	 



    

 


Exhibit
B


 


ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


	TO:	AMMO,
    Inc.


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:


 


	Name:	 	 
	 	 	(Please
    Print)
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	Phone
    Number:	 	 
	 	 	 
	Email
    Address:	 	 
	 	 	 
	Date:
    	 	 
	 	 	 
	Warrantholder’s

    Signature: 	 	 
	 	 	 
	Warrantholder’s
    Name:	 	 
	 	 	(Please
    Print)


 





[Soliciting
Agent Warrant Assignment Form]


 




    	B-i