Exhibit 10.1

Execution Version

SETTLEMENT AGREEMENT

This SETTLEMENT AGREEMENT (along with the Exhibits hereto, being referred to as this “Agreement”), dated as of May 21, 2025, is made and entered into by and among Outdoor Holding Company, a Delaware corporation, formerly known as AMMO, Inc., (the “Company”); Speedlight Group I, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Speedlight”); Steven F. Urvan (“Urvan”); and Richard R. Childress, Jared Smith, Fred W. Wagenhals, and Russell Williams Wallace, Jr. (the “Legacy Directors”). Once fully executed, this Agreement shall become effective as of the “Execution Date,” as that term is defined in Section 10. Urvan, Speedlight, and the Company are sometimes referred to individually in this Agreement as a “Party” and, collectively, as the “Parties.” Christopher D. Larson, John P. Flynn, Fred W. Wagenhals, Jessica M. Lockett, Richard R. Childress, Harry S. Markley, Russell William Wallace, Jr., Robert J. Goodmanson and Robert D. Wiley are sometimes referred to as the “Individual Defendants” (and, together with the Company and Speedlight, the “Defendants”).

WHEREAS, on May 3, 2023, Urvan initiated an action styled Urvan v. AMMO, Inc., C.A. No. 2023-0470-PRW in the Court of Chancery of the State of Delaware (the “Court”), and filed a Verified Complaint. The Company, Speedlight, and the Individual Defendants were named as Defendants in the Litigation (as defined below).

WHEREAS, on August 1, 2023, the Company initiated an action styled AMMO v. Urvan, C.A. No. 2023-0784-PRW in the Court. This Agreement refers collectively to both of these actions as the “Litigation.”

WHEREAS, on March 26, 2024, the Company filed its Verified Counterclaim in the Litigation against Urvan.

WHEREAS, on August 27, 2024, Urvan filed an Amended Verified Complaint in the Litigation.

WHEREAS, each Party and the Legacy Directors who are among the Defendants have denied and continue to deny the allegations in the claims asserted against them in the Litigation.

WHEREAS, to avoid, among other things, the distraction and disruption to Company operations and the cost and uncertainty of further litigation, the Parties wish to settle the Litigation and any other claims that the Parties have or may have arising from or related to the Litigation. Each Party and the Legacy Directors do not admit or concede any actual or potential fault, wrongdoing, or liability in connection with any matter, including, but not limited to, the Litigation.

WHEREAS, each Party and the Legacy Directors agree that this Agreement shall not be deemed or construed to be an admission or evidence of any violation of any statute or law or of any liability or wrongdoing by each Party and the Legacy Directors, or that any of the potential claims or allegations arising out of the Litigation are true or have merit.

NOW, THEREFORE, in consideration of the foregoing promises and the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the signatories to this Agreement, intending to be legally bound hereby, agree as follows:

1. Dismissal of the Litigation. Within five (5) business days of the Execution Date, the Parties and the Legacy Directors who are among the Defendants shall file with the Court an executed Stipulation of Voluntary Dismissal With Prejudice (the “Stipulation”), dismissing with prejudice all claims and counterclaims asserted in the Litigation. For the avoidance of doubt, the Stipulation shall include dismissal of all claims asserted by Urvan against all Individual Defendants without regard for whether such Individual Defendants are signatories to this Agreement. The Stipulation shall substantially follow the form of Exhibit A to this Agreement. Because some Individual Defendants are not parties to this Agreement, the Parties shall work in good faith to obtain all Individual Defendants’ consent to the Stipulation. If the Parties do not obtain all Individual Defendants’ consent within five (5) business days of the Execution Date, the Parties shall jointly file a letter to the Court requesting the Court enter an order substantially the same form as Exhibit A.

2. Equity Consideration.

(a) As partial consideration for this Agreement, and in reliance on a private placement exemption and subject to the provisions of Section 2(c) below, the Company will grant to Urvan (or, at Urvan’s written election, his affiliated designee) as of the Execution Date a warrant (the “Warrant”) representing in the aggregate 7.0 million shares of the Company’s Common Stock (“Common Stock”). The terms of the Warrant, including the vesting, pricing, exercise and other provisions, are set out in the form attached as Exhibit B, which form will control as to the Warrant’s terms. Capitalized terms not defined in this Agreement but defined in the Warrant shall have the meanings set forth in the form of Warrant.

(b) It is the Parties’ intention that the Common Stock underlying the Warrant be tradeable following exercise of the Warrant, subject to the terms of Exhibit B, whether by operation of Rule 144 of the Securities Act of 1933, as amended, or by registration of the Common Stock. After the Company is current in filing its periodic reports with the Securities and Exchange Commission (the “Commission”), Urvan may request in writing that the Company promptly file a registration statement to permit the resale from time to time by Urvan of the Common Stock underlying the Warrant; provided, however, that:

(i) Urvan will work reasonably with the Company to minimize the cost of preparing a registration statement (by, for example, timing the filing of a registration statement reasonably to coincide with other filings the Company must make and that would contain much of the same material); and

(ii) Urvan agrees to bear one-half of the cost of preparing the registration statement for the Common Stock underlying the Warrant if the registration statement for the Common Stock is filed as a result of Urvan’s demand for registration.

(c) Compliance with Applicable Law and Stock Exchange Rules. As set forth in the form of Warrant, the full or partial exercise of the Warrant by Urvan shall comply with all applicable Laws (as defined in the form of the Warrant) and all rules and guidance of the Nasdaq Stock Market LLC (“Nasdaq”).

3. Board Composition and Related Matters.

(a) Board Composition. On the Execution Date:

(i) In connection with this Agreement and with the Company’s sale of its ammunition manufacturing assets, Jared Smith shall deliver his resignation, in substantially the form of Exhibit C to this Agreement, in his capacity as the Company’s chief executive officer, director of the Company, and an officer of certain Company subsidiaries, which resignation shall become effective immediately;

(ii) the Board and all applicable committees of the Board will take any such actions as are necessary to accept the resignations described in Section 3(a)(i);

(iii) the Board and all applicable committees of the Board will take any such actions as are necessary to appoint Urvan as Chief Executive Officer of the Company; and

(iv) the Board and all applicable committees of the Board will take any such actions as are necessary to appoint Urvan as Chairman of the Board.

(b) CEO Compensation. The Board will direct its Compensation Committee to develop a compensation plan for Urvan that contemplates a base salary of $1.00 for the first year of his employment as Chief Executive Officer of the Company, plus such other bonus or equity grants as the Compensation Committee may consider appropriate, provided, however, that any such bonus or equity grant be contingent on achieving Board-approved performance benchmarks, and provided, further, that the compensation plan shall be subject to approval by the Board.

4. Monetary Consideration.

(a) As partial consideration for the settlement, the Company will pay to Urvan (or, at Urvan’s written election, his affiliated designee) the sum of $12.0 million through an unsecured promissory note from the Company in favor of Urvan (“Note 1”). The form of Note 1 is attached as Exhibit D, which form will control as to Note 1’s terms.

(b) As additional partial consideration for the settlement, the Company will pay to Urvan (or, at Urvan’s written election, his affiliated designee) the sum of $39.0 million through an unsecured promissory note from the Company in favor of Urvan ( “Note 2”). The form of Note 2 is attached as Exhibit E, which form will control as to Note 2’s terms. Subject to approval of the Company’s stockholders, Note 2 shall have a feature under which the Company may, for a period of 12 months following the Execution Date, prepay Note 2 by issuing warrants for the acquisition by Urvan of 13.0 million shares of the Company’s Common Stock (the “Additional Warrant”). The form of the Additional Warrant is attached as Exhibit F, which form will control as to the Additional Warrant’s terms.

5. Voting Commitment.

(a) During the Standstill Period (as defined below), each Legacy Director agrees to appear in person or by proxy at all annual and special meetings of the Company’s stockholders (including, without limitation, any other meeting held in lieu therefor; adjournments, postponements, reschedulings or continuations thereof, and any action by the stockholders by written consent in lieu of any such annual or special meeting) that take place during the Standstill Period, and to vote, or cause to be voted, all shares of Common Stock held of record or Beneficially Owned (as defined in Section 6 below) thereby as of the record date for determining the stockholders entitled to vote at such meeting or to consent to such action (and shall, upon receiving at least 10 calendar days’ advance notice of the record date, call back from loan any such shares in time prior to the applicable record date to ensure such shares can be voted at such meeting) in accordance with the Board’s recommendations in connection with any (i) director elections, removals or replacements, and (ii) any other proposal submitted to the Company’s stockholders by either the Company or any stockholder of the Company; provided, however, that each Legacy Director shall be entitled to vote, or cause to be voted, in his sole discretion, any shares of Common Stock held of record or Beneficially Owned thereby as of the record date for determining the stockholders entitled to vote at such meeting or to consent to such action in excess of the number of shares of Common Stock set forth beside such Legacy Director’s name on Schedule O hereto (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to Common Stock). For the avoidance of doubt, consistent with Section 6(a)(vi) herein, nothing in this Section 5 shall preclude the Legacy Directors from selling Securities of the Company (as defined in Section 6 below) through open-market sale transactions on the Nasdaq or through a broker or dealer where the identity of the purchaser is not known.

(b) The Parties acknowledge that Urvan’s voting commitment obligations are set forth in the November 3, 2022 Settlement Agreement between Urvan, the Company and Susan Lokey, as amended on November 22, 2022 and the Execution Date (as amended, the “Amended 2022 Settlement Agreement”) to read substantially as in the form of Exhibit G.

6. Standstill.

(a) From and for three (3) years following the Execution Date (such period, the “Standstill Period”), none of the Legacy Directors shall, directly or indirectly, and each of the Legacy Directors agrees not to, directly or indirectly, or otherwise cause any agent, attorney, or other representatives acting on their behalf or any of their affiliates and associates to, directly or indirectly, in any manner, alone or in concert with others, with respect to the Company:

(i) engage in, or encourage, assist, support, advise or facilitate, directly or indirectly, any solicitation of proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, without limitation, any solicitation of requests or consents that seeks to call a special meeting of stockholders), in each case, with respect to any Securities of the Company (as used in this Agreement, the term “Securities of the Company” shall mean any securities of the Company, including but not limited to the Common Stock, preferred stock, or any securities convertible or exchangeable into or exercisable for any such securities or any derivatives thereof);

(ii) encourage, influence, advise, form, join or in any way participate in any “partnership, limited partnership, syndicate or other group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to Securities of the Company;

(iii) deposit any shares of Securities of the Company in any voting trust or subject any Securities of the Company to any arrangement or agreement with respect to the voting of any Securities of the Company (other than (1) this Agreement, (2) granting revocable proxies solicited by or on behalf of the Board, (3) customary brokerage accounts, margin accounts and prime brokerage accounts; or (4) any such voting trust, arrangement, or agreement that is with an affiliate of the Legacy Directors where such affiliate agrees to be bound by the terms and conditions of this Agreement as if it were a party to this Agreement);

(iv) seek, encourage, assist, support, advise or facilitate, directly or indirectly, any Person (as defined below), to (1) submit, propose or recommend the nominations of, any candidate to the Board or (2) take any other action with respect to the election or removal of any director;

(v) (1) make or submit any proposal for consideration by stockholders at any annual or special meeting of stockholders of the Company or in connection with a consent solicitation (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise), (2) make or submit to the Company or any of its representatives any offer or proposal (with or without conditions) with respect to any tender offer, exchange offer, merger, consolidation, acquisition, conversion, business combination, financing, sale, recapitalization, restructuring, dividend, repurchase, distribution, spin-off or the sale or disposition of all or substantially all of the Company’s consolidated assets (each, an “Extraordinary Transaction”) involving the Company or that would cause or result in a class of any Securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, (3) solicit a third party to make an offer or proposal (with or without conditions) with respect to, or in any way assist, facilitate, support or encourage, or pay or subsidize the expenses of, or otherwise finance any third party in making an offer or proposal with respect to, any Extraordinary Transaction involving the Company or that would cause or result in a class of any Securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, (4) comment on any third-party proposal regarding any Extraordinary Transaction involving the Company or other transaction that would cause or result in a class of any Securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, (5) call or seek to call a special meeting of stockholders of the Company, including by written consent, or (6) take any action in support of or make any proposal or request that relates to amendments or modifications to the certificate of incorporation, bylaws or advisory agreement the Company;

(vi) sell, assign or otherwise transfer, or agree to sell, assign or otherwise transfer, directly or indirectly, through swap or hedging transactions or otherwise, any Securities of the Company to any third party that, to the Legacy Director’s knowledge (after due inquiry in connection with a private, non-open market transaction, it being understood that such knowledge shall be deemed to exist with respect to any publicly available information, including information in documents filed with the Commission), would as a result of the transaction have Beneficial Ownership (as defined below) of more than 4.9% of any outstanding series or class of Securities of the Company; provided, that, notwithstanding the foregoing, the Legacy Directors may sell Securities of the Company through open-market sale transactions on Nasdaq or through a broker or dealer where the identity of the purchaser is not known;

(vii) (1) seek representation on the Board, (2) seek the removal of any member of the Board, (3) make a request for any stockholder list or other books and records of the Company, whether pursuant to 8 Del. C. § 220 or otherwise, or make any application to a court or other Person (as defined below) for inspection, investigation or examination of the Company or their respective subsidiaries or affiliates, or (4) make any demands, objections, proposals or recommendations to the Company or any member of the Board or management of the Company in its capacity as a stockholder, on behalf of the Company in a stockholder derivative capacity, or otherwise, provided, however, that Subsections (3) and (4) of this Section 6(a)(vii) shall not apply to books-and-records or other demands to the Company or any member of the Board that relate solely to matters that post-date the Execution Date;

(viii) institute, solicit or join, as a party, any litigation, arbitration or other proceeding (including any derivative action) against the Company or any of its future, current or former directors or officers or employees in their capacity as a director or officer or employee of the Company; provided that nothing shall prevent the Legacy Directors from bringing litigation to enforce (1) the provisions of this Agreement, or (2) personal or Company rights that relate solely to matters that post-date the Execution Date;

(ix) exercise, or seek to advise, encourage, support or influence any Person with respect to the exercise of, any rights as a holder of preferred stock of the Company to elect additional directors of the Company, including, without limitation, recommending potential directors or seeking representation on the Board, or communicating with other holders of preferred stock in connection with such effort to elect additional directors;

(x) acquire, offer, seek or propose to acquire, agree to acquire, or announce any intention to acquire, directly or indirectly, whether by purchase, tender or exchange offer or otherwise, through the acquisition of control of another Person or by joining a “partnership, limited partnership, syndicate or other group” (within the meaning of Section 13(d)(3) of the Exchange Act and Commission rules promulgated thereunder), Beneficial Ownership of any outstanding series or class of any Securities of the Company; provided, however, that each Legacy Director may, in accordance with the terms of this Agreement and applicable securities laws, acquire Securities of the Company so long as such Legacy Director Beneficially Owns no more than 9% of the then outstanding shares of Common Stock, including, without limitation, through the exercise of, or acquisition of, derivative securities; and provided, further, that the Legacy Directors may exercise stock options granted prior to the Execution Date without such shares being counted against this ownership limitation;

(xi) seek to advise, encourage, support or influence any Person with respect to the voting or disposition of any Securities of the Company at any annual or special meeting of stockholders or in connection with any consent solicitation;

(xii) otherwise seek to control or influence the management, strategies, governance, policies or any other aspect of the Company;

(xiii) authorize, solicit, pay or subsidize any third party to perform, act in concert with another Person to, commit to, or agree in writing or otherwise to do, advise, assist or encourage any Person in connection with, or enter into any discussions, negotiations, arrangements or understandings with any Person with respect to, any act prohibited in this Section 6(a);

(xiv) take any action that would cause or require the Company to make public disclosure regarding any of the foregoing or make any request or submit any proposal to amend the terms of this Agreement;

(xv) disclose any intention, plan or arrangement inconsistent with the restrictions set forth in this Section 6(a); or

(xvi) contest the validity of, or publicly request any waiver of, the obligations set forth in this Section 6(a).

(b) The Parties acknowledge that Urvan’s standstill obligations are set forth in the Amended 2022 Settlement Agreement.

(c) Notwithstanding anything to the contrary in this Agreement, nothing in this Section 6 will prohibit or restrict any of the Legacy Directors from (i) making any truthful factual statement to comply with any subpoena or other legal process or to respond to a request for information from any governmental authority with jurisdiction over such person from whom information is sought (so long as such process or request did not arise as a result of discretionary acts by any Legacy Director); (ii) granting any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (iii) negotiating, evaluating and/or trading, directly or indirectly, in any index fund, exchange traded fund, benchmark fund or broad basket of securities that may contain or otherwise reflect the performance of, but not primarily consist of, Securities of the Company; or (iv) communicating privately regarding any matter with any of the Company’s directors or executive officers, so long as such private communications would not reasonably be expected to require any public disclosure of the communications by the Company or the Legacy Directors. For the avoidance of doubt, nothing in this Section 6 shall be deemed to limit the exercise in good faith of the Legacy Directors’ fiduciary duties in their capacity as an officer and/or director of the Company.

(d) As used in this Agreement: (i) the term “Beneficial Owner” shall have the same meaning as set forth in Commission Rule 13d-3, except that a Person will also be deemed to Beneficially Own (1) all Securities of the Company that such Person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional, and (2) all Securities of the Company in which such Person has any economic interest, including, without limitation, pursuant to a cash-settled call option or other derivative security, contract or instrument that in any way relates to the price of any Securities of the Company (and the terms “Beneficial Ownership” and “Beneficially Own” shall have a correlative meaning); and (ii) the terms “Person” or “Persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, labor union or chapter or other division thereof, organization or other entity of any kind or nature.

7. Covenant Not to Sue. During the Standstill Period:

(a) Each Party hereby undertakes not to sue any other Party based on claims being released by the Parties in Section 9 below except to remedy a breach of this Agreement.

(b) Urvan further agrees that he will not take, either directly or through another person or entity that he controls, any action to propose, encourage, or advocate that the Company initiate litigation, arbitration, or other proceedings, or otherwise advance claims, against any of the Legacy Directors; provided, that nothing in this Section 7(b) shall limit the business judgment rule or the good faith exercise of fiduciary duties by Urvan or other officers or directors of the Company in their capacities as such.

8. No Admission. This Agreement is entered into as a compromise of potential and existing claims. The execution of this Agreement shall not be construed as an admission of liability or wrongdoing, or constitute evidence or an admission of any violation of any statute or law on the part of any Party or Legacy Director.

9. Releases.

(a) The releases in this Section 9 will become effective upon the Execution Date.

(b) Release of Claims by the Company against Urvan.

(i) Subject to the exceptions set forth in Subsection (ii) of this Section 9(b), the Company for (1) itself and, (2) to the fullest extent possible, its affiliates, parents, subsidiaries, divisions, partners, directors, officers, employees, advisors, agents, insurers, attorneys, consultants, administrators, trustees, members, representatives, heirs, successors or assigns (the “Company Related Parties”) hereby waives, releases, and forever discharges all claims, counterclaims, demands, damages, debts, liabilities, obligations, costs, expenses (including without limitation, attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether known or unknown, accrued or unaccrued, suspected or unsuspected, at law or equity, whether under statute, rule, regulation or common law, that the Company or the Company Related Parties now have, at any time previously had, or may have in the future against (A) Urvan, or (B) any of his affiliates, advisors, agents, entities that he owns or controls, insurers, attorneys, consultants, administrators or representatives, heirs, successors or assigns (including, without limitation, Susan Lokey) (the “Urvan Related Parties”) based on acts, omissions, conduct or events that have occurred from the beginning of time through the Execution Date (collectively, the “Company Released Claims”). The Company Released Claims include, without limitation: (I) all claims arising from or related to Urvan’s conduct as a director or shareholder of the Company through the date of this Agreement; and (II) all claims arising from or related to any indemnification, defense, or hold harmless obligations Urvan may have under that under certain Merger Agreement dated as of April 30, 2021, by and among the Company, Speedlight, Gemini Direct Investments, LLC, and Urvan (the “Merger Agreement”), including, without limitation, any Losses (as defined in the Merger Agreement) arising from any breach by Urvan of the provisions of Section 7.3(a) (Tax Indemnification) or Section 9.2 (Indemnification by Company Member) of the Merger Agreement (collectively, the “Urvan Indemnification Provisions”). From and after the Execution Date, the Urvan Indemnification Provisions are of no further force or effect. The Merger Agreement is hereby deemed amended to give full effect to the provisions of this Section 9(b)(i).

(ii) The following are excluded from this release and do not constitute Company Released Claims: (1) any claim to enforce this Agreement, (2) any claim the Company may have against any Urvan Related Party that does not concern or relate to the Litigation or the Urvan Related Party’s association with Urvan, and (3) claims that under any reading of the release could, directly or through operation of the definition of Company Related Parties, suggest a release by the Company or the Company Related Parties of the Individual Defendants or Steven Verska. Nothing in this release is intended to or shall operate to modify the Company’s obligations to the Legacy Directors to indemnify them pursuant to 8 Del. Code § 145 or applicable provisions of the Company’s Certificate of Incorporation or Bylaws.

(c) Release of Claims by Urvan against the Company.

(i) Subject to the exceptions set forth in Subsection (ii) of this Section 9(c), Urvan (1) for himself and (2), to the fullest extent possible, the Urvan Related Parties, hereby waives, releases, and forever discharges all claims, counterclaims, demands, damages, debts, liabilities, obligations, costs, expenses (including without limitation, attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether known or unknown, accrued or unaccrued, suspected or unsuspected, at law or equity, whether under statute, rule, regulation or common law, that (A) Urvan or (B) any of the Urvan Related Parties now have, at any time previously had, or may have in the future against the Company or the Company Related Parties based on acts, omissions, conduct or events that have occurred from the beginning of time through the Execution Date (collectively, the “Urvan Released Company Claims”).

(ii) The following are excluded from this release and do not constitute Urvan Released Company Claims: (1) any claim to enforce this Agreement, (2) any claim that Urvan may have against any Company Related Party that does not concern or relate to the Litigation or the Company Related Party’s service to the Company, (3) any claims against Steven Verska, Kimberly Verska, and/or Culhane Meadows PLLC, and (4) any claims for indemnification, advancement of expenses, or exculpation that Urvan may have in his capacity as a current or former director or officer of the Company or any GunBroker-related entity, whether arising under Section 6.7 of the Merger Agreement, the Company’s organizational documents, or otherwise; provided, that any claims Urvan asserted or could have asserted seeking to recover legal fees and expenses actually incurred by Urvan as of the Execution Date, or any claim for legal fees and expenses with respect to the Litigation, Triton Value Partners, LLC, et al. v. TVP Investments, LLC, et al., Case No. 2017-CV-298994 (Cobb County Superior Court), Hayden v. Urvan, Case No. 9:21-cv-82051-WM (S.D. Fla.), SharkDiver Consulting, LLC and Stephen Verska, v. Gemini Direct, LLC and Steve Urvan, Case No. 22CV03889 (N.D.Ga.), or the 2022 proxy contest, all shall constitute Urvan Released Company Claims. For avoidance of doubt, legal fees and expenses incurred by Urvan after August 1, 2024 and related to (A) pending shareholder derivative or securities litigation against Urvan concerning the Company or (B) a subpoena from the District of Columbia Attorney General concerning the Company shall not constitute Urvan Released Company Claims.

(d) Release of Claims by Urvan against the Legacy Directors. Subject to the exceptions set forth at the end of this Section 9(d), Urvan (i) for himself and (ii), to the fullest extent possible, the Urvan Related Parties, hereby waives, releases, and forever discharges all claims, counterclaims, demands, damages, debts, liabilities, obligations, costs, expenses (including without limitation, attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether known or unknown, accrued or unaccrued, suspected or unsuspected, at law or equity, whether under statute, rule, regulation or common law, that (1) Urvan or (2) any of the Urvan Related Parties now have, at any time previously had, or may have in the future against the Legacy Directors, and their respective advisors, agents, insurers, attorneys, representatives, heirs, successors and assigns (the “Legacy Directors Related Parties”) based on acts, omissions, conduct or events that have occurred from the beginning of time through the Execution Date and that concern or relate in any way to (A) the claims that were asserted in the Litigation, or (B) any Legacy Director’s or Legacy Directors Related Parties’ conduct as a Company director or other service to the Company through the date of this Agreement (collectively, the “Urvan Released Legacy Director Claims”). The following are excluded from this release and do not constitute Urvan Released Legacy Director Claims: (I) any claim to enforce this Agreement, (II) any claims against Steven Verska, Kimberly Verska, and/or Culhane Meadows PLLC, and (III) any claims that under any reading of the release that could, directly or through operation of the definition of Urvan Related Parties, suggest a release by the Company or the Company Related Parties of the Defendants.

(e) Release of Claims by the Legacy Directors against Urvan. Subject to the exceptions set forth at the end of this Section 9(e), the Legacy Directors, each (i) for themselves and (ii), to the fullest extent possible, their respective Legacy Directors Related Parties hereby waive, release, and forever discharge all claims, counterclaims, demands, damages, debts, liabilities, obligations, costs, expenses (including without limitation, attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether known or unknown, accrued or unaccrued, suspected or unsuspected, at law or equity, whether under statute, rule, regulation or common law, that (1) the Legacy Directors or (2) their respective Legacy Directors Related Parties now have, at any time previously had, or may have in the future against Urvan or the Urvan Related Parties, based on acts, omissions, conduct or events that have occurred from the beginning of time through the Execution Date and that concern or relate in any way to (A) the claims that were asserted in the Litigation, or (B) Urvan or any Urvan Related Parties’ conduct as a Company director or other service to the Company through the date of this Agreement (collectively, the “Legacy Director Released Claims”). The following are excluded from this release and do not constitute Legacy Director Released Claims: (I) any claim to enforce this Agreement, and (II) any claims that under any reading of the release that could, directly or through operation of the definition of Legacy Directors Related Parties, suggest a release by the Company or the Company Related Parties of the Defendants.

(f) Indemnification and Insurance. Nothing in this Agreement is intended to or shall operate to modify, rescind, restrict, or in any way limit (i) the Company’s or any of its subsidiaries’ obligations to the Legacy Directors pursuant to 8 Del. Code § 145 or applicable provisions of their organizational documents, including the Company’s Certificate of Incorporation or Bylaws as those documents exist on the Execution Date to fully indemnify, defend, or hold harmless any Legacy Director or to advance any of their legal fees and expenses to the fullest extent permitted by applicable law, (ii) claims or rights between the Legacy Directors, on the one hand, and any insurer for the Company or its subsidiaries, on the other hand, or (iii) claims or rights of any Legacy Director under any insurance contract that may apply to provide coverage for any liability in connection with services provided on behalf of the Company or within the scope of any of the service provided in connection with their affiliation with the Company. The Company hereby agrees that the Legacy Directors shall, to the extent permitted under Delaware law, continue to be covered by the Company’s D&O insurance coverage and by the Company’s indemnification and advancement obligations to the same extent as the Company’s continuing or current directors.

(g) In granting the releases in this Section 9, the Parties and the Legacy Directors recognize that there could be additional facts that, had they been known, might have supported additional claims and/or affected their decisions to grant the releases. Nonetheless, the Parties and the Legacy Directors wish to proceed with the settlement set out in this Agreement, including the releases extending to unknown claims, to fully and finally put an end the Litigation fully, finally and forever. Accordingly, the Parties and the Legacy Directors hereby expressly waive and release any and all rights and benefits under Section 1542 of the California Civil Code and any similar provision in federal law or the law of any state that purports to limit the scope of a release as it pertains to unknown clams. Section 1542 reads:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THIS RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

10. Nasdaq Contingency. The Parties recognize that the transactions contemplated by this Agreement may trigger an inquiry by Nasdaq into whether its listing rules require that the Company’s stockholders approve this Agreement prior to its implementation. The Parties intend to remain in compliance with Nasdaq listing rules and so intend to seek a determination from Nasdaq (the “Nasdaq Determination”) that no stockholder vote is required to implement the Agreement and that the absence of such a vote will not threaten the ongoing listing of the Company’s Common Stock for trading on Nasdaq. (For sake of clarity, the Parties acknowledge that stockholder approval is needed to permit the issuance of the Additional Warrant and its underlying shares; however, under the terms of Note 2, no such issuance would occur absent the necessary stockholder vote.) The Company will seek the Nasdaq Determination promptly and advise the parties to this Agreement of Nasdaq’s responses within two business days of receipt. This Agreement and all transactions contemplated by it are fully contingent on obtaining the Nasdaq Determination. The term “Execution Date” as used in this Agreement shall mean the date on which the Company has received the Nasdaq Determination.

11. Non-Disparagement.

(a) Company Non-Disparagement Obligations. Subject to applicable law, the Company agrees that, during the Standstill Period, neither it nor any of its subsidiaries, divisions, directors, officers, or representatives, shall in any way publicly criticize, disparage, call into disrepute or otherwise defame or slander Urvan in any manner that would reasonably be expected to damage Urvan’s business or reputation, or any of his products or services.

(b) Urvan Non-Disparagement Obligations. Subject to applicable law, Urvan agrees that, during the Standstill Period, neither Urvan nor any of his affiliates or representatives shall in any way publicly criticize, disparage, call into disrepute or otherwise defame or slander the Company, or its subsidiaries or divisions or any of its businesses, products or services, in any manner that would reasonably be expected to damage the Company’s business or reputation, products or services.

(c) Notwithstanding this provision:

(i) the Parties and the Legacy Directors agree and acknowledge that no provision of this Agreement limits the Parties’ ability to (1) make any truthful disclosure that such party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations, (2) truthfully report what such party reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder; (3) provide information in any form, voluntarily, proactively, or in response to subpoenas, court orders or other legal processes, to file a charge or complaint, or (4) communicate in any way, or to otherwise participate in any investigation or proceeding that may be conducted by any government agency or commission, without providing notice to the Company; and

(ii) the Board may make truthful statements consistent with its fiduciary duties. This includes, without limitation, the Board’s hiring, oversight of, and, if ever applicable, termination of Urvan as CEO or recommendation, or withholding of recommendation, of Urvan as a member of the Board.

12. Commission Filings.

(a) Review and Comment on Form 8-K. No later than four (4) business days following the date on which this Agreement is signed, the Company shall file a Current Report on Form 8-K with the Commission reporting entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit (the “Form 8-K”). The Company will provide Urvan and the Legacy Directors a reasonable opportunity in advance to review and comment on the Form 8-K that the Company will be required to file in connection with this Agreement. While retaining ultimate control of the disclosure, the Company will agree to consider in good faith any comments of any Party or Legacy Director prior to filing the Form 8-K with the Commission.

(b) Review and Comment on Amendment to Schedule 13D or Related Amendment. Urvan shall not, during the Standstill Period, (i) issue a press release in connection with this Agreement or any of the actions contemplated hereby or (ii) otherwise make any public statement, disclosure or announcement with respect to this Agreement or any of the actions contemplated hereby, in each case, that is inconsistent with the statements and disclosures set forth in the Form 8-K, except as required by law or the rules or regulations of any governmental or regulatory authority (including, for the avoidance of doubt, any filing(s) made by Urvan on Schedule 13D, including any amendments made thereto) or applicable stock exchange listing rules or with the prior written consent of the Company, or in the event Urvan seeks to enforce any provision of the Agreement through commencement of a lawsuit in furtherance of the same; provided, however, that in the event Urvan files an amended Schedule 13D in light of the transactions contemplated by this Agreement, Urvan shall provide the Company with a reasonable opportunity to review and comment on the Schedule 13D prior to its filing with the Commission and consider in good faith any comments of the Company.

13. Confidentiality. The Parties and the Legacy Directors recognize that this Agreement and certain related documents will be filed publicly with the Commission and potentially filed with the Court. Notwithstanding these anticipated public disclosures, the Parties and the Legacy Directors agree, on their behalf and on behalf of their affiliates, officers, directors, employees, advisors and representatives, not to publicize this Agreement or the term sheets and drafts that preceded this Agreement or to make public statements concerning it, or to comment about its terms without the consent of the Parties; provided, that nothing in this Section 13 shall limit disclosures that may be required by applicable law, rule, regulation or legal process.

14. Cooperation and Further Assurances. The Parties and the Legacy Directors agree to cooperate reasonably to ensure timely implementation of this Agreement and the Parties’ and Legacy Directors’ intent in entering into it. Without limiting the generality of this Agreement, the Parties and Legacy Directors agree to execute such additional documents, to prepare such court and regulatory filings and other papers, and to take such other further actions as are reasonably necessary to effectuate the purposes of this Agreement.

15. Specific Performance. Each of the Parties to this Agreement, and the Legacy Directors, acknowledge and agree that irreparable injury to the other Parties and the Legacy Directors will occur in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that the Parties and the Legacy Directors shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms of this Agreement. Each Party further agrees that it will not take action, directly or indirectly, in opposition to any moving party seeking such relief on grounds that any other remedy or relief is available at law or in equity. This Section 15 is not the exclusive remedy for any violation of this Agreement.

16. Governing Law and Related Matters.

(a) Governing Law. This Agreement shall be governed in all respects, including validity, interpretation, and effect, by, and construed in accordance with, the laws of the State of Delaware without giving effect to the choice of law or conflict of law principles thereof that would result in the application of the laws of another jurisdiction.

(b) Jurisdiction. Any action arising under or related to this Agreement shall be brought exclusively in the Court of Chancery of the State of Delaware. In the event that the Court of Chancery does not have subject matter jurisdiction over the dispute, any such action shall be brought in any state or federal court of competent jurisdiction in the State of Delaware. Each signatory to this Agreement irrevocably consents and submits to the personal jurisdiction of such courts and waives (i) any objection to venue laid therein or (ii) any claim that any such court constitutes an inconvenient forum.

(c) Waiver of Jury Trial. EACH SIGNATORY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH SIGNATORY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH SIGNATORY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE OF ANY OTHER SIGNATORY TO THIS AGREEMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER SIGNATORY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (ii) SUCH SIGNATORY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH SIGNATORY MAKES THIS WAIVER VOLUNTARILY, AND (iv) SUCH SIGNATORY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16(c).

17. Taxes. Each Party and Legacy Director shall be responsible for assessing the tax treatment, and his, her or its own taxes owed by it by reason, of any term of this Agreement. Other than to comply with any tax-reporting or -withholding requirements, no Party or Legacy Director will have any responsibility to or liability for any tax or tax-related matter of any other Party or Legacy Director.

18. Notice. All notices, consents, determinations, waivers or other communications required or permitted to be given or made under the terms of this Agreement must be in writing and will be deemed to have been duly delivered or made: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by electronic mail (provided that confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (c) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be (or such other address for a party hereto as shall be specified in a notice given in accordance with this Section 18):

If to Urvan, to:

Steven F. Urvan
7491 N. Federal Hwy Ste C5
Pmb 379
Boca Raton, FL 33487-1658
Email: steve@50x50.com

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

Goulston & Storrs PC
730 3rd Avenue, 12th Floor
New York, NY 10017
Attention: Nicholas Cutaia
Email: ncutaia@goulstonstorrs.com

If to the Company, to:

Outdoor Holding Company

c/o Jordan Christensen

General Counsel

7681 Gray Rd

Scottsdale, Arizona 85260

Email: Jordan.Christensen@outdoorholding.com

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

Haynes and Boone, LLP

2801 N. Harwood St., Suite 2300

Dallas, Texas 75201

Attention: Rosebud Nau

Email: rosebud.nau@haynesboone.com

If to the Legacy Directors, to:

Abrams & Bayliss LLP

20 Montchanin Rd., Suite 200

Wilmington, DE 19807

Attention: A. Thompson Bayliss

Email: bayliss@abramsbayliss.com

19. Entire Agreement. This Agreement (including its Exhibits) constitutes the full and entire understanding and agreement among the signatories to this Agreement with regard to its subject matter, and supersedes all prior and contemporaneous term sheets, agreements, understandings and representations, whether oral or written, of the signatories. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings, oral or written, between the signatories other than those expressly set forth in this Agreement (including its Exhibits).

20. Representations and Warranties. Each Party and Legacy Director hereby represents and warrants to the other Parties and Legacy Directors that:

(a) this Agreement constitutes a legal, valid, and binding obligation of such Party or Legacy Director and is enforceable against he, she, or it in accordance with the Agreement’s terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies;

(b) the execution and delivery by such Party or Legacy Director of this Agreement does not require the consent or approval of any Person, except such consents and approvals as have been previously obtained. Except as it relates to any approvals for the actions contemplated by Section 2(c) and Section 10 of this Agreement, all consents, approvals, authorizations or waivers from, and any registrations or filings with or notifications to, any governmental authority required on the part of such Party or Legacy Director in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby have been obtained and are effective as of the Execution Date;

(c) the individual signing this Agreement on behalf of such Party or Legacy Director has all requisite power and authority to execute and deliver this Agreement;

(d) such Party or Legacy Director has full power and authority to execute and perform his, her or its obligations under this Agreement and to consummate the transactions contemplated hereby;

(e) such Party or Legacy Director has not assigned, pledged, or otherwise transferred any right, title, interest, or claim he, she or it has or may have with respect to the Litigation;

(f) such Party or Legacy Director has entered into this Agreement with full and complete knowledge of its contents and the effects thereof, solely motivated by his, her or its own free will and accord, and after having consulted with professionals of their choice; and

(g) no promise or representation of any kind has been made by any Party or Legacy Director to this Agreement or anyone acting for any Party or Legacy Director to this Agreement, except those expressly stated in this Agreement, and no Party or Legacy Director is relying upon any statement or representation of any Party or Legacy Director except those expressly stated in this Agreement.

21. Representations and Warranties Concerning Stock Ownership. After assuming the exercise of all derivative instruments that could be converted into share of the Company’s Common Stock, as of the Execution Date and prior to the issuance of any equity security contemplated by this Agreement:

(a) Urvan represents and warrants that he is the Beneficial Owner of 17,312,857 shares of the Company’s Common Stock, and

(b) Each Legacy Director, solely for himself or herself, represents and warrants that he or she is the Beneficial Owner of the number of shares of the Company’s Common Stock set forth next to his or her name on Schedule O to this Agreement.

22. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

23. Construction. Each Party and Legacy Director has had the opportunity to participate in the drafting of this Agreement, and agrees that the doctrine of construction against the drafter shall not be applied in the construction of this Agreement.

24. Waiver. No failure on the part of any Party or Legacy Director signing this Agreement to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver of that right, power or remedy, nor shall any single or partial exercise of such right, power or remedy by such Party or Legacy Director preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

25. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable. The signatories further agree to replace such invalid or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the purposes of such invalid or unenforceable provision.

26. Amendment. This Agreement may be modified, amended or otherwise changed only in a writing signed by each of the Parties and, to the extent such modification or amendment implicates them, the Legacy Directors. For the Company, any amendment to this Agreement, or that purports to modify the terms of the Warrant, Note 1, Note 2, or Additional Warrant, must be approved by a majority of the independent and disinterested members of the Board, which persons shall in no event include Urvan.

27. Expenses. Except as otherwise expressly provided in this Agreement, each of the Parties shall be responsible for its own fees, costs and expenses incurred in connection with the negotiation, execution and effectuation of this Agreement and the obligations contemplated by it, including any attorneys’ fees, costs and expenses incurred in connection with the negotiation, drafting, and execution of this Agreement and to all other related activities.

28. Successors and Assigns. The terms and conditions of this Agreement shall be binding upon and be enforceable by the Parties and the Legacy Directors, and their respective successors, heirs, executors, legal representatives and permitted assigns, and inure to the benefit of any successor, heir, executor, legal representative or permitted assign of any of the Parties or Legacy Directors.

29. Counterparts. This Agreement and any amendments to it may be executed and delivered (including by means of electronic transmission, such as by electronic mail in “.pdf” form) in one or more counterparts, and by the different signatories to it in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by them or their duly authorized agents as shown below:

[Signature Page to the Settlement Agreement]

Exhibit 10.2

Execution Version

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF SUCH STATES OR OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.

THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED.

FORM OF WARRANT TO PURCHASE COMMON STOCK

For the Purchase of Up to 7,000,000 Shares of Common Stock

of

Outdoor holding Company

1. Warrant. This Warrant to Purchase Common Stock (this “Warrant”), issued on [●], 2025 (the “Issuance Date”)¹, hereby certifies that, for value received by Outdoor Holding Company, a Delaware corporation, formerly known as AMMO, Inc., (the “Company”), GDI Air III LLC (the “Holder”), as registered owner of this Warrant, is entitled, at any time or from time to time on or after the Issuance Date and at or before 5:00 p.m., Eastern Time, on [●], 2030² (the “Expiration Time”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 7,000,000 shares of the Company’s Common Stock (as may be adjusted pursuant to Article 6, the “Warrant Shares”), at a price per Warrant Share equal to $[●]³ (as may be adjusted pursuant to Article 6, the “Exercise Price”), subject to the terms and conditions set forth herein.

2. Exercise. Holder may exercise this Warrant, in whole or in part, in accordance with the procedures set forth in this Article 2 below.

2.1 Conditions to Exercise.

2.1.1 Vesting Conditions. Subject to Section 2.1.2, this Warrant shall become exercisable, and the underlying Warrant Shares shall be issued pursuant to any exercise, on or after [●], 2025.⁴

¹ Note to Draft: To be the Execution Date (as defined in the Settlement Agreement).

² Note to Draft: To be the fifth anniversary of the Execution Date.

³ Note to Draft: To be the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the date of the execution of the Settlement Agreement (as defined below); or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the date of the execution of the Settlement Agreement prior to execution of the Settlement Agreement

⁴ Note to Draft: To be the six-month anniversary of the Execution Date.

2.1.2 Accelerated Vesting. Without limitation of the provisions of Section 6.3 hereof, this Warrant shall immediately and automatically vest and be exercisable without the above restrictions upon the earliest to occur of any of the following events: (i) the Company terminates its business, liquidates, dissolves, or winds up its operations; (ii) a petition for bankruptcy, reorganization, liquidation, consolidation or arrangement, a receivership proceeding, an assignment for the benefit of creditors, or a similar proceeding is filed by or against the Company pursuant to federal bankruptcy law or any similar federal or state law, (iii) the Company otherwise ceases to operate as a going concern; or (iv) the Company (whether through the Board, the Company’s officers, its shareholders, or otherwise) authorizes the taking of any of the actions described in the foregoing clauses (i) – (iii).

2.2 Exercise Form. In order to exercise this Warrant, the form of Notice of Exercise attached hereto as Annex A (the “Exercise Form”) must be duly executed and completed and delivered to the Company, together with this Warrant for the surrender and cancellation thereof, and if a cash exercise is elected, payment of the Exercise Price for the Warrant Shares being purchased paid in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check (each date on which all such items are delivered to the Company, an “Exercise Date”). Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased plus the number of Warrant Shares deemed surrendered for Exercise Price in a net settlement or cashless exercise pursuant to Section 2.3. Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Any rights represented hereby that have not been exercised by the Expiration Time shall become and be void without further force or effect, and all rights to exercise this Warrant represented hereby shall cease and expire at the Expiration Time. If the date on which the Expiration Time is set to occur is not a Business Day, then the Expiration Time shall be deemed to be extended to 5:00 p.m., Eastern Time, on the next succeeding Business Day.

2.3 Cashless Exercise. Holder may elect in its sole discretion to exercise this Warrant through a cashless exercise in lieu of paying the Exercise Price in cash, pursuant to which Holder shall be entitled to receive the number of Warrant Shares computed using the following formula:

X = Y (A-B)
A

Where X = the number of Warrant Shares to be issued to Holder by the Company

Y = the number of Warrant Shares that Holder elects to purchase under this Warrant (as of the date of such calculation)

A = the Per Share Price (as of the date of such calculation)

B = the Exercise Price (as may be adjusted pursuant to Article 6).

2.4 Restrictions on Transferability of Warrant Shares.

2.4.1 Except as otherwise provided in this Agreement or upon the prior written approval by a majority of the disinterested and independent members of the Board (such approval not to be unreasonably withheld), the Holder shall not sell, assign, transfer or otherwise distribute any Warrant Shares during the period commencing on the Issuance Date and continuing for a period of four (4) years, provided that:

2.4.2 Any purported sale, assignment, transfer, or distribution inconsistent with this Section 2.5 shall be null and void ab initio.

3. Delivery of Warrant Shares.

3.1 As promptly as reasonably practicable on or after an Exercise Date, and in any event within three (3) Business Days thereafter, the Company shall cause the Transfer Agent to issue book-entry interests representing the number of Warrant Shares exercised on such Exercise Date to the account designated by Holder in the Exercise Form. Such issuance and delivery shall be made without charge to Holder for any issue or transfer tax (other than any such taxes in respect of any transfer by Holder to another person occurring contemporaneously therewith), Transfer Agent fee or other incidental expense in respect of the issuance, all of which such taxes and expenses shall be paid by the Company.

3.2 Legend. Other than as provided below, the Warrant Shares issued upon the exercise of this Warrant shall bear a legend as follows:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF SUCH STATES OR OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.

THESE SECURITIES ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER DESCRIBED IN SECTION 2.5 OF THE WARRANT DATED [●], 2025.”

The (i) first paragraph of the legend on any Warrant Shares covered by this Agreement shall be removed if (a) such Warrant Shares are sold pursuant to an effective registration statement, (b) a registration statement covering the resale of such Warrant Shares is effective under the Securities Act and the Holder of such Warrant Shares and its broker deliver to the Company a representation letter agreeing that such Warrant Shares will be sold under such effective registration statement, or (c) subject to the restrictions in Article 4, such Warrant Shares are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (c) above, the Company has received all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law and (ii) the second paragraph of the legend on any Warrant Shares shall be removed upon request of the Holder when such Warrant Shares are transferable pursuant to Section 2.5 of this Warrant. The Company shall cooperate with the Holder to effect removal of the legend on such Warrant Shares pursuant to this Section 3.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder and its broker pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this Section 3.2; provided, that the Holder shall be responsible for all legal fees and expenses of counsel incurred by Holder.

4. Transfer.

4.1 General Restrictions. Holder may sell, transfer, assign, pledge or hypothecate (“Transfer”) this Warrant, in whole or in part only upon the prior written approval by a majority of the disinterested and independent members of the Board (such approval not to be unreasonably withheld) and, subject to compliance with applicable securities laws and the terms of this Warrant; provided, however, that no such approval will be required for, in the case of a Holder who is a natural person, a transfer by such Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy or any transfer to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”) or any custodian or trustee of any trust, partnership, or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder or any such family members. In order to make any Transfer, Holder must deliver to the Company the form of Notice of Transfer attached hereto as Annex B (the “Transfer Form”), duly executed and completed by Holder, together with this Warrant for the surrender and cancellation thereof and remit the payment of all transfer taxes, if any, payable in connection therewith. Within five (5) Business Days of the Company’s receipt of such Transfer Form, this Warrant and reasonably satisfactory evidence of the remittal of payment for all applicable transfer taxes, if any, the Company shall transfer the rights under this Warrant, in whole or in part, on the books of the Company, cancel this Warrant and execute and deliver a new warrant or warrants of like tenor to the appropriate Transferee(s) expressly evidencing the right to purchase the aggregate number of Warrant Shares Transferred pursuant to this Section 4.1 (subject to the execution thereof by such Transferee(s)) and, if applicable, to Holder in accordance with Section 5.1.

4.2 Restrictions Imposed by the Securities Act. The Warrant Shares issuable upon the exercise hereof shall not be Transferred unless and until: (a) the Company has received evidence (which may consist of an opinion of counsel) reasonably acceptable to the Company 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; or (b) a registration statement or a post-effective amendment to a registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Commission and compliance with applicable state securities law has been established to the Company’s satisfaction, acting reasonably and in good faith.

5. New Warrant to be Issued.

5.1 Partial Exercise or Transfer. Subject to the restrictions in Article 2 and Article 4, this Warrant may be exercised or Transferred in whole or in part. In the event that the exercise or the Transfer hereof is in part only, upon surrender of this Warrant for cancellation, together with the duly executed Exercise Form or Transfer Form, as applicable, and funds sufficient to pay any Exercise Price, the Company shall cause to be delivered to Holder without charge a new warrant of like tenor to this Warrant in the name of Holder evidencing the right of Holder to purchase the number of Warrant Shares purchasable hereunder as to which this Warrant has not been exercised or Transferred (subject to Holder’s execution thereof).

5.2 Lost Certificate. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, including a certification by Holder thereof, and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new warrant of like tenor and date (subject to Holder’s execution thereof). Any such new 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.

5.3 Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Warrants shall initially be uncertificated and maintained in book-entry form by the Warrant Agent. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company shall instruct the Warrant Agent to deliver to the Holder definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”).

5.4 Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

6. Adjustments.

6.1 Adjustments to Number of Warrant Shares. In the event that the Company (a) pays a dividend in shares of Common Stock or makes a distribution in shares of Common Stock or any other equity or equity equivalent security payable in shares of Common Stock to holders of its outstanding Common Stock, (b) subdivides (by any split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares Common Stock or (c) combines (by any combination, reverse split or otherwise) its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the remaining number of Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to any such dividend, distribution, subdivision or combination shall be proportionately adjusted such that Holder will thereafter receive upon exercise in full of this Warrant the aggregate number of Warrant Shares that Holder would have owned immediately following such action if this Warrant had been exercised in full immediately before the record date, if any, for such action. Any adjustment made pursuant to this Section 6.1 shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

6.2 Rights Offerings. In addition to any adjustments pursuant to Section 6.1 above, if at any time the Company grants, issues or sells any Common Stock equivalents or rights to purchase stock, warrants or securities or other property pro rata to all (or substantially all) of the record holders of any class of shares of Common Stock (“Purchase Rights”), then Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which Holder would have acquired if Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) 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 date is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights.

6.3 Extraordinary Transactions. If the Company effects any Extraordinary Transaction, then upon consummation of such Extraordinary Transaction, this Warrant shall automatically become fully vested and exercisable for the kind and amount of securities, cash or other assets which Holder would have owned immediately upon the consummation of such Extraordinary Transaction if Holder had exercised in full this Warrant immediately before the consummation of such Extraordinary Transaction. If holders of Common Stock are given any choice as to the kind or amount of securities, cash or other assets receivable upon the consummation of such Extraordinary Transaction, then Holder shall be given the same choice as to such consideration it receives upon any exercise of this Warrant upon the consummation of such Extraordinary Transaction. For the avoidance of doubt, if this Section 6.3 applies to the transaction, Section 6.1 shall not apply.

6.4 Adjustments to Exercise Price. Upon any adjustment to the number of Warrant Shares subject to this Warrant pursuant to this Article 6, the Exercise Price shall be adjusted concurrently therewith to equal the product of (a) the Exercise Price (as it may have been previously adjusted pursuant to this Section 6.4) and (b) a fraction, the numerator of which is the total number of Warrant Shares subject to issuance upon the exercise of this Warrant in full before giving effect to such adjustment, and the denominator of which is the total number of Warrant Shares subject to issuance upon the exercise of this Warrant as so adjusted pursuant to this Article 6.

6.5 No Changes in Form of Warrant. This Warrant need not be amended or modified because of any adjustment pursuant to this Article 6, and any Warrant issued after the occurrence of an event requiring an adjustment under this Article 6 may state the same Exercise Price and the same number of Warrant Shares as are stated in this Warrant, subject to Section 5.1. The acceptance by Holder of the issuance of any new warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Issuance Date or the computation thereof.

6.6 Elimination of Fractional Interests. The Company shall not be required to issue fractional shares of Common Stock upon the exercise of this 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 Warrant Shares or other securities, properties or rights.

7. Reservation. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon exercise of this Warrant, such number of Warrant Shares as shall be issuable upon the full exercise of this Warrant. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor (whether in cash or by the cashless exercise procedure described in Section 2.3), in accordance with the terms hereof, all Warrant Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable.

8. Representations and Warranties of Holder. Holder hereby represents and warrants to, acknowledges to and agrees with the Company as of the date hereof and, with respect to Sections 8(d) through 8(j), as of each Exercise Date that:

9. Representations and Warranties of the Company. The Company hereby represents and warrants to Holder as follows as of the date of this Warrant:

10. No Rights as Shareholder until Exercise. This Warrant does not entitle Holder to any voting rights, rights to receive dividends or other rights as a shareholder of the Company prior to the exercise hereof.

11. Certain Notice Requirements.

11.1 Holder’s Right to Receive Notice. If at any time prior to the earlier to occur of the Expiration Time or the exercise of this Warrant in full, any of the events described in Section 11.2 shall occur, then, in one or more of said events, the Company shall give Holder written notice of such event at least five (5) Business Days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up, sale, or Extraordinary Transaction. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Without limiting the foregoing, the Company shall deliver to Holder a copy of each notice given to any of the other shareholders of the Company at the same time and in the same manner that any such notice is given to the shareholders.

11.2 Events Requiring Notice. The Company shall be required to give the notice described in this Article 11 upon one or more of the following events: (a) if the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other distribution, (b) the Company shall offer to all or any of the holders of its Common Stock 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, (c) 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; or (d) the Company shall agree to enter into any Extraordinary Transaction.

11.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring an adjustment pursuant to Article 6, send notice to Holder, which shall describe such event causing the change and the method of calculating same.

11.4 Transmittal of Notices. All notices that are required or may be given pursuant to this Warrant shall be sufficient in all respects if given in writing. Any such notice shall be deemed given (a) when made, if made by hand delivery, and upon confirmation of receipt, if made by electronic mail transmission, (b) one (1) Business Day after being deposited with a next-day courier, postage prepaid or (c) three (3) Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows:

If to Holder:

Steven F. Urvan

7491 N. Federal Hwy Ste C5

Pmb 379

Boca Raton, FL 33487-1658

Email: steve@50x50.com

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

Goulston & Storrs PC

730 Third Avenue, 12th Floor

New York, New York 10017

Attention: Nicholas Cutaia, Esq.

Email: ncutaia@goulstonstorrs.com

If to the Company:

Outdoor Holding Company

C/O Jordan Christensen

General Counsel

7681 Gray Rd

Scottsdale, Arizona 85260

Email: Jordan.Christensen@outdoorholding.com

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

Haynes and Boone, LLP

2801 N. Harwood St., Suite 2300

Dallas, Texas 75201

Attention: Rosebud Nau

Email: rosebud.nau@haynesboone.com

12. Miscellaneous.

12.1 Amendments. The terms of this Warrant may be amended only with the written consent of the Company and Holder.

12.2 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 Warrant.

12.3 Entire Agreement. This Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this 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.

12.4 Binding Effect. This Warrant shall inure solely to the benefit of, and shall be binding upon, Holder and the Company and their permitted assignees, respective successors, legal representatives 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 Warrant or any provisions herein contained.

12.5 Applicable Law. This Warrant and any claim, controversy or dispute arising under or related to this Warrant shall be governed by, and construed in accordance with the Laws of, the State of Delaware without regard to its principles regarding conflicts of law.

12.6 Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and, in the event that the Court of Chancery does not have subject matter jurisdiction over the dispute, in any state or federal court of competent jurisdiction in the state of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment in connection therewith, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts, to the fullest extent permitted by applicable Law.

12.7 Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Warrant in any court referred to in Section 12.6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

12.8 Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to this Warrant in the manner provided for notices in Section 11.4. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by applicable Law.

12.9 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON, OR IN CONNECTION WITH, THIS WARRANT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

12.10 Waiver, etc. The failure of the Company or Holder to at any time enforce any of the provisions of this 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 Warrant or any provision hereof or the right of the Company or Holder to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this 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.

13.Defined Terms. As used herein:

“Business Day” means any day other than a Saturday, a Sunday or a day on which the banks are authorized or required by applicable Law to close in the City of New York, New York.

“Change in Control” means either: (a) the sale of all or substantially all of the Company’s assets, or (b) the sale of 50% or more of the total fair market value or total voting power of the stock of the Company to a Person, whether through a merger, acquisition, large stock sale, take private transaction or otherwise; provided that any Change in Control must satisfy the conditions of 26 U.S.C. § 409A(a)(2)(A)(v) and related regulations.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.01 per share.

“Control” (including the terms “Controlled by” and “under common Control with”) with respect to any Person means the possession, directly or indirectly, of the power to exercise or determine the voting of more than fifty percent (50%) of the voting rights in a corporation, and, in the case of any other type of entity, the right to exercise or determine the voting of more than fifty percent (50%) of the equity interests having voting rights, or otherwise to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Extraordinary Transaction” means, whether through one transaction or a series of related transactions, any (a) recapitalization of the Company, (b) reclassification of the capital stock of the Company (other than (i) a change in par value, from par value to no par value, from no par value to par value or (ii) as a result of a stock dividend or subdivision, split up or combination of shares of Common Stock to which Section 6.1 applies), (c) consolidation or merger of the Company with and into another Person or of another Person with and into the Company (whether or not the Company is the surviving entity of such consolidation or merger), (d) sale or lease of all or substantially all of the Company’s assets (on a consolidated basis) or capital stock to another Person, (e) a Change in Control of the Company, or (f) any other similar transaction, in each case, that entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for shares of Common Stock.

“Governmental Authority” means any federal, state, local or foreign government and/or any political subdivision thereof, including departments, courts, arbitrators, commissions, boards, bureaus, ministries, agencies or other instrumentalities.

“Laws” means all laws, statutes, constitutions, rules, regulations, ordinances, orders, decrees, requirements, judgments and codes of Governmental Authorities.

“Material Adverse Effect” means any material adverse effect on (a) the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (b) the Company’s ability to consummate the transactions contemplated hereby.

“Nasdaq” means the Nasdaq Capital Market.

“Per Share Price” means: (a) if the Company’s Common Stock is traded on a securities exchange, the Per Share Price shall be deemed to be the closing price of Company’s Common Stock as quoted on any exchange for the Trading Day immediately prior to the applicable Exercise Date, as reported by Bloomberg; (b) if the Company’s Common Stock is actively traded over-the-counter, the Per Share Price shall be deemed to be the closing bid or sales price, whichever is applicable, of the Company’s Common Stock for the Trading Day immediately prior to the applicable Exercise Date, as reported by Bloomberg; or (c) if neither clause (a) nor (b) above is applicable, the Per Share Price shall be determined in good faith by the disinterested members of the Board based on relevant facts and circumstances at the time of the cashless exercise under Section 2.3, including in the case of a change of control of the Company the consideration receivable by the holders of the Common Stock in such change of control, in each case of clauses (a) through (c) above, as may be adjusted pursuant to Article 6.

“Person” (including the term “Persons”) means any individual, partnership, firm, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Settlement Agreement” means the Agreement, dated May 21, 2025, by and among the Company; Speedlight Group I, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company; Steven F. Urvan; and Richard R. Childress, Jared Smith, Fred W. Wagenhals, and Russell Williams Wallace, Jr. pursuant to a settlement of litigation pending in the Court of Chancery of the State of Delaware and styled Urvan v. AMMO, Inc., et al., Consol. C.A. No. 2023-0470-PRW and related counterclaims.

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

“Trading Day” means, with respect to the Common Stock, each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not generally traded on Nasdaq (or its successor) or such other principal securities exchange or inter-dealer quotation system on which the shares of Common Stock are then traded.

“Transfer Agent” means Securities Transfer Corporation, or such other entity as the Company may designate to act as the transfer agent for its Common Stock from time to time.

“Warrant Agent” means Securities Transfer Corporation, or such other entity as the Company may designate to act as the warrant agent from time to time.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly executed as of the date hereof.

	GDI AIR III LLC
	By:
	Name:	Steven F. Urvan
	Title:	Authorized Signatory

[Signature Page to Warrant]

Annex A

NOTICE OF EXERCISE

Date: __________, 20___

The undersigned hereby elects irrevocably to exercise the Warrant to purchase Common Stock (the “Warrant”) attached hereto for surrender and cancellation for ______ shares of common stock, par value $0.01 per share (the “Warrant Shares”), of Outdoor Holding Company, a Delaware corporation, formerly known as AMMO, Inc., (the “Company”).

Payment of Exercise Price [check one]:

☐ makes payment of $_________ (at the rate of $____ per Warrant Share) in payment of the Exercise Price pursuant thereto; or

☐ elects to exercise the Warrant on a cashless basis and to convert its right to purchase ________ Warrant Shares under the Warrant for ______ Warrant Shares, in accordance with the following formula:

X = Y (A-B)
A

Where X = the number of Warrant Shares to be issued to Holder by the Company

Y = the number of Warrant Shares that Holder elects to purchase under the Warrant (as of the date of such calculation)

A = the Per Share Price which is equal to $_______.

B = the Exercise Price which is equal to $_______ per Warrant Share.

Please issue the Warrant Shares as to which the Warrant is exercised and, if applicable, a new warrant of like tenor representing the number of Warrant Shares for which the Warrant has not been exercised.

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant.

GDI AIR III LLC
By:
Name:
Title:

Annex B

NOTICE OF TRANSFER

FOR VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto __________________ (the “Transferee”) the right to purchase _________ shares of common stock, par value $0.01 per share, of Outdoor Holding Company, a Delaware corporation, formerly known as AMMO, Inc., (the “Company”), evidenced by the Warrant to purchase Common Stock attached hereto for surrender and cancellation and does hereby authorize the Company to transfer such right on the books of the Company. The Transferee hereby acknowledges the restrictions on transfer contained in Section 2.5 and Article 4 of the Warrant.

Dated: __________, 20__

Exhibit 10.3

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF SUCH STATES OR OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.

THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED.

FORM OF WARRANT TO PURCHASE COMMON STOCK

For the Purchase of Up to 13,000,000 Shares of Common Stock

of

outdoor holding Company

1. Warrant. This Warrant to Purchase Common Stock (this “Warrant”), issued on [●] (the “Issuance Date”), hereby certifies that, for value received by Outdoor Holding Company, a Delaware corporation, formerly known as AMMO, Inc., (the “Company”), GDI Air III LLC (the “Holder”), as registered owner of this Warrant, is entitled, at any time or from time to time on or after the Issuance Date and at or before 5:00 p.m., Eastern Time, on [●]¹ (the “Expiration Time”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 13,000,000 shares of the Company’s Common Stock (as may be adjusted pursuant to Article ‎6, the “Warrant Shares”), at a price per Warrant Share equal to $1.00 (as may be adjusted pursuant to Article ‎6, the “Exercise Price”), subject to the terms and conditions set forth herein.

2. Exercise. Holder may exercise this Warrant, in whole or in part, in accordance with the procedures set forth in this Article ‎2 below.

2.1 Conditions to Exercise.

2.1.1 Vesting Conditions. Subject to Section 2.1.2, this Warrant shall become exercisable, and the underlying Warrant Shares shall be issued pursuant to any exercise, on or after [●].²

2.1.2 Accelerated Vesting. Without limitation of the provisions of Section 6.3 hereof, this Warrant shall immediately and automatically vest and be exercisable without the above restrictions upon the earliest to occur of any of the following events: (i) the Company terminates its business, liquidates, dissolves, or winds up its operations; (ii) a petition for bankruptcy, reorganization, liquidation, consolidation or arrangement, a receivership proceeding, an assignment for the benefit of creditors, or a similar proceeding is filed by or against the Company pursuant to federal bankruptcy law or any similar federal or state law, (iii) the Company otherwise ceases to operate as a going concern; or (iv) the Company (whether through the Board, the Company’s officers, its shareholders, or otherwise) authorizes the taking of any of the actions described in the foregoing clauses (i) – (iii).

¹ Note to Draft: To be the fifth anniversary of the Issuance Date.

² Note to Draft: To be the first anniversary of the Issuance Date.

2.2 Exercise Form. In order to exercise this Warrant, the form of Notice of Exercise attached hereto as Annex A (the “Exercise Form”) must be duly executed and completed and delivered to the Company, together with this Warrant for the surrender and cancellation thereof, and if a cash exercise is elected, payment of the Exercise Price for the Warrant Shares being purchased paid in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check (each date on which all such items are delivered to the Company, an “Exercise Date”). Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased plus the number of Warrant Shares deemed surrendered for Exercise Price in a net settlement or cashless exercise pursuant to Section ‎2.3. Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Any rights represented hereby that have not been exercised by the Expiration Time shall become and be void without further force or effect, and all rights to exercise this Warrant represented hereby shall cease and expire at the Expiration Time. If the date on which the Expiration Time is set to occur is not a Business Day, then the Expiration Time shall be deemed to be extended to 5:00 p.m., Eastern Time, on the next succeeding Business Day.

2.3 Cashless Exercise. Holder may elect in its sole discretion to exercise this Warrant through a cashless exercise in lieu of paying the Exercise Price in cash, pursuant to which Holder shall be entitled to receive the number of Warrant Shares computed using the following formula:

X = Y (A-B)

A

Where X = the number of Warrant Shares to be issued to Holder by the Company

Y = the number of Warrant Shares that Holder elects to purchase under this Warrant (as of the date of such calculation)

A = the Per Share Price (as of the date of such calculation)

B = the Exercise Price (as may be adjusted pursuant to Article ‎6).

2.4 Restrictions on Transferability of Warrant Shares.

2.4.1 Except as otherwise provided in this Agreement or upon the prior written approval by a majority of the disinterested and independent members of the Board (such approval not to be unreasonably withheld), the Holder shall not sell, assign, transfer or otherwise distribute any Warrant Shares during the period commencing on the Issuance Date and continuing for a period of four (4) years, provided that:

2.4.2 Any purported sale, assignment, transfer, or distribution inconsistent with this Section ‎2.5 shall be null and void ab initio.

3. Delivery of Warrant Shares.

3.1 As promptly as reasonably practicable on or after an Exercise Date, and in any event within three (3) Business Days thereafter, the Company shall cause the Transfer Agent to issue book-entry interests representing the number of Warrant Shares exercised on such Exercise Date to the account designated by Holder in the Exercise Form. Such issuance and delivery shall be made without charge to Holder for any issue or transfer tax (other than any such taxes in respect of any transfer by Holder to another person occurring contemporaneously therewith), Transfer Agent fee or other incidental expense in respect of the issuance, all of which such taxes and expenses shall be paid by the Company.

3.2 Legend. Other than as provided below, the Warrant Shares issued upon the exercise of this Warrant shall bear a legend as follows:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF SUCH STATES OR OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.

THESE SECURITIES ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER DESCRIBED IN SECTION 2.5 OF THE WARRANT DATED [●].”

The (i) first paragraph of the legend on any Warrant Shares covered by this Agreement shall be removed if (a) such Warrant Shares are sold pursuant to an effective registration statement, (b) a registration statement covering the resale of such Warrant Shares is effective under the Securities Act and the Holder of such Warrant Shares and its broker deliver to the Company a representation letter agreeing that such Warrant Shares will be sold under such effective registration statement, or (c) subject to the restrictions in Article ‎4, such Warrant Shares are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (c) above, the Company has received all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law and (ii) the second paragraph of the legend on any Warrant Shares shall be removed upon request of the Holder when such Warrant Shares are transferable pursuant to Section 2.5 of this Warrant. The Company shall cooperate with the Holder to effect removal of the legend on such Warrant Shares pursuant to this Section ‎3.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder and its broker pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this Section ‎3.2; provided, that the Holder shall be responsible for all legal fees and expenses of counsel incurred by Holder.

4. Transfer.

4.1 General Restrictions. Holder may sell, transfer, assign, pledge or hypothecate (“Transfer”) this Warrant, in whole or in part only upon the prior written approval by a majority of the disinterested and independent members of the Board (such approval not to be unreasonably withheld) and, subject to compliance with applicable securities laws and the terms of this Warrant; provided, however, that no such approval will be required for, in the case of a Holder who is a natural person, a transfer by such Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy or any transfer to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”) or any custodian or trustee of any trust, partnership, or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder or any such family members. In order to make any Transfer, Holder must deliver to the Company the form of Notice of Transfer attached hereto as Annex B (the “Transfer Form”), duly executed and completed by Holder, together with this Warrant for the surrender and cancellation thereof and remit the payment of all transfer taxes, if any, payable in connection therewith. Within five (5) Business Days of the Company’s receipt of such Transfer Form, this Warrant and reasonably satisfactory evidence of the remittal of payment for all applicable transfer taxes, if any, the Company shall transfer the rights under this Warrant, in whole or in part, on the books of the Company, cancel this Warrant and execute and deliver a new warrant or warrants of like tenor to the appropriate Transferee(s) expressly evidencing the right to purchase the aggregate number of Warrant Shares Transferred pursuant to this Section ‎4.1 (subject to the execution thereof by such Transferee(s)) and, if applicable, to Holder in accordance with Section ‎5.1.

4.2 Restrictions Imposed by the Securities Act. The Warrant Shares issuable upon the exercise hereof shall not be Transferred unless and until: (a) the Company has received evidence (which may consist of an opinion of counsel) reasonably acceptable to the Company 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; or (b) a registration statement or a post-effective amendment to a registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Commission and compliance with applicable state securities law has been established to the Company’s satisfaction, acting reasonably and in good faith.

5. New Warrant to be Issued.

5.1 Partial Exercise or Transfer. Subject to the restrictions in Article 2 and Article ‎4, this Warrant may be exercised or Transferred in whole or in part. In the event that the exercise or the Transfer hereof is in part only, upon surrender of this Warrant for cancellation, together with the duly executed Exercise Form or Transfer Form, as applicable, and funds sufficient to pay any Exercise Price, the Company shall cause to be delivered to Holder without charge a new warrant of like tenor to this Warrant in the name of Holder evidencing the right of Holder to purchase the number of Warrant Shares purchasable hereunder as to which this Warrant has not been exercised or Transferred (subject to Holder’s execution thereof).

5.2 Lost Certificate. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, including a certification by Holder thereof, and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new warrant of like tenor and date (subject to Holder’s execution thereof). Any such new 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.

5.3 Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Warrants shall initially be uncertificated and maintained in book-entry form by the Warrant Agent. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company shall instruct the Warrant Agent to deliver to the Holder definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”).

5.4 Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

6. Adjustments.

6.1 Adjustments to Number of Warrant Shares. At any time after [●], 2025,³ in the event that the Company (a) pays a dividend in shares of Common Stock or makes a distribution in shares of Common Stock or any other equity or equity equivalent security payable in shares of Common Stock to holders of its outstanding Common Stock, (b) subdivides (by any split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares Common Stock or (c) combines (by any combination, reverse split or otherwise) its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the remaining number of Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to any such dividend, distribution, subdivision or combination shall be proportionately adjusted such that Holder will thereafter receive upon exercise in full of this Warrant the aggregate number of Warrant Shares that Holder would have owned immediately following such action if this Warrant had been exercised in full immediately before the record date, if any, for such action. Any adjustment made pursuant to this Section ‎6.1 shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

6.2 Rights Offerings. In addition to any adjustments pursuant to Section 6.1 above, if at any time the Company grants, issues or sells any Common Stock equivalents or rights to purchase stock, warrants or securities or other property pro rata to all (or substantially all) of the record holders of any class of shares of Common Stock (“Purchase Rights”), then Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which Holder would have acquired if Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) 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 date is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights.

³ Note to Draft: To be the issuance date of Warrant No. 1

6.3 Extraordinary Transactions. If the Company effects any Extraordinary Transaction, then upon consummation of such Extraordinary Transaction, this Warrant shall automatically become fully vested and exercisable for the kind and amount of securities, cash or other assets which Holder would have owned immediately upon the consummation of such Extraordinary Transaction if Holder had exercised in full this Warrant immediately before the consummation of such Extraordinary Transaction. If holders of Common Stock are given any choice as to the kind or amount of securities, cash or other assets receivable upon the consummation of such Extraordinary Transaction, then Holder shall be given the same choice as to such consideration it receives upon any exercise of this Warrant upon the consummation of such Extraordinary Transaction. For the avoidance of doubt, if this Section ‎6.3 applies to the transaction, Section ‎6.1 shall not apply.

6.4 Adjustments to Exercise Price. Upon any adjustment to the number of Warrant Shares subject to this Warrant pursuant to this Article ‎6, the Exercise Price shall be adjusted concurrently therewith to equal the product of (a) the Exercise Price (as it may have been previously adjusted pursuant to this Section ‎6.4) and (b) a fraction, the numerator of which is the total number of Warrant Shares subject to issuance upon the exercise of this Warrant in full before giving effect to such adjustment, and the denominator of which is the total number of Warrant Shares subject to issuance upon the exercise of this Warrant as so adjusted pursuant to this Article ‎6.

6.5 No Changes in Form of Warrant. This Warrant need not be amended or modified because of any adjustment pursuant to this Article ‎6, and any Warrant issued after the occurrence of an event requiring an adjustment under this Article ‎6 may state the same Exercise Price and the same number of Warrant Shares as are stated in this Warrant, subject to Section ‎5.1. The acceptance by Holder of the issuance of any new warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Issuance Date or the computation thereof.

6.6 Elimination of Fractional Interests. The Company shall not be required to issue fractional shares of Common Stock upon the exercise of this 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 Warrant Shares or other securities, properties or rights.

7. Reservation. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon exercise of this Warrant, such number of Warrant Shares as shall be issuable upon the full exercise of this Warrant. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor (whether in cash or by the cashless exercise procedure described in Section ‎2.3), in accordance with the terms hereof, all Warrant Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable.

8. Representations and Warranties of Holder. Holder hereby represents and warrants to, acknowledges to and agrees with the Company as of the date hereof and, with respect to Sections ‎8(d) through ‎8(j), as of each Exercise Date that:

9. Representations and Warranties of the Company. The Company hereby represents and warrants to Holder as follows as of the date of this Warrant:

10. No Rights as Shareholder until Exercise. This Warrant does not entitle Holder to any voting rights, rights to receive dividends or other rights as a shareholder of the Company prior to the exercise hereof.

11. Certain Notice Requirements.

11.1 Holder’s Right to Receive Notice. If at any time prior to the earlier to occur of the Expiration Time or the exercise of this Warrant in full, any of the events described in Section ‎11.2 shall occur, then, in one or more of said events, the Company shall give Holder written notice of such event at least five (5) Business Days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up sale, or Extraordinary Transaction. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Without limiting the foregoing, the Company shall deliver to Holder a copy of each notice given to any of the other shareholders of the Company at the same time and in the same manner that any such notice is given to the shareholders.

11.2 Events Requiring Notice. The Company shall be required to give the notice described in this Article ‎11 upon one or more of the following events: (a) if the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other distribution, (b) the Company shall offer to all or any of the holders of its Common Stock 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, (c) 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; or (d) the Company shall agree to enter into any Extraordinary Transaction.

11.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring an adjustment pursuant to Article ‎6, send notice to Holder, which shall describe such event causing the change and the method of calculating same.

11.4 Transmittal of Notices. All notices that are required or may be given pursuant to this Warrant shall be sufficient in all respects if given in writing. Any such notice shall be deemed given (a) when made, if made by hand delivery, and upon confirmation of receipt, if made by electronic mail transmission, (b) one (1) Business Day after being deposited with a next-day courier, postage prepaid or (c) three (3) Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows:

If to Holder:

Steven F. Urvan

7491 N. Federal Hwy Ste C5

Pmb 379

Boca Raton, FL 33487-1658

Email: steve@50x50.com

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

Goulston & Storrs PC

730 Third Avenue, 12th Floor

New York, New York 10017

Attention: Nicholas Cutaia, Esq.

Email: ncutaia@goulstonstorrs.com

If to the Company:

Outdoor Holding Company

C/O Jordan Christensen

General Counsel

7681 Gray Rd

Scottsdale, Arizona 85260

Email: Jordan.Christensen@outdoorholding.com

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

Haynes and Boone, LLP

2801 N. Harwood St., Suite 2300

Dallas, Texas 75201

Attention: Rosebud Nau

Email: rosebud.nau@haynesboone.com

12. Miscellaneous.

12.1 Amendments. The terms of this Warrant may be amended only with the written consent of the Company and Holder.

12.2 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 Warrant.

12.3 Entire Agreement. This Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this 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.

12.4 Binding Effect. This Warrant shall inure solely to the benefit of, and shall be binding upon, Holder and the Company and their permitted assignees, respective successors, legal representatives 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 Warrant or any provisions herein contained.

12.5 Applicable Law. This Warrant and any claim, controversy or dispute arising under or related to this Warrant shall be governed by, and construed in accordance with the Laws of, the State of Delaware without regard to its principles regarding conflicts of law.

12.6 Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and, in the event that the Court of Chancery does not have subject matter jurisdiction over the dispute, in any state or federal court of competent jurisdiction in the state of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment in connection therewith, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts, to the fullest extent permitted by applicable Law.

12.7 Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Warrant in any court referred to in Section ‎12.6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

12.8 Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to this Warrant in the manner provided for notices in Section ‎11.4. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by applicable Law.

12.9 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON, OR IN CONNECTION WITH, THIS WARRANT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION ‎12.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

12.10 Waiver, etc. The failure of the Company or Holder to at any time enforce any of the provisions of this 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 Warrant or any provision hereof or the right of the Company or Holder to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this 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.

13. Defined Terms. As used herein:

“Business Day” means any day other than a Saturday, a Sunday or a day on which the banks are authorized or required by applicable Law to close in the City of New York, New York.

“Change in Control” means either: (a) the sale of all or substantially all of the Company’s assets, or (b) the sale of 50% or more of the total fair market value or total voting power of the stock of the Company to a Person, whether through a merger, acquisition, large stock sale, take private transaction or otherwise; provided that any Change in Control must satisfy the conditions of 26 U.S.C. § 409A(a)(2)(A)(v) and related regulations.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.01 per share.

“Control” (including the terms “Controlled by” and “under common Control with”) with respect to any Person means the possession, directly or indirectly, of the power to exercise or determine the voting of more than fifty percent (50%) of the voting rights in a corporation, and, in the case of any other type of entity, the right to exercise or determine the voting of more than fifty percent (50%) of the equity interests having voting rights, or otherwise to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Extraordinary Transaction” means, whether through one transaction or a series of related transactions, any (a) recapitalization of the Company, (b) reclassification of the capital stock of the Company (other than (i) a change in par value, from par value to no par value, from no par value to par value or (ii) as a result of a stock dividend or subdivision, split up or combination of shares of Common Stock to which Section ‎6.1 applies), (c) consolidation or merger of the Company with and into another Person or of another Person with and into the Company (whether or not the Company is the surviving entity of such consolidation or merger), (d) sale or lease of all or substantially all of the Company’s assets (on a consolidated basis) or capital stock to another Person, (e) a Change in Control of the Company, or (f) any other similar transaction, in each case, that entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for shares of Common Stock.

“Governmental Authority” means any federal, state, local or foreign government and/or any political subdivision thereof, including departments, courts, arbitrators, commissions, boards, bureaus, ministries, agencies or other instrumentalities.

“Laws” means all laws, statutes, constitutions, rules, regulations, ordinances, orders, decrees, requirements, judgments and codes of Governmental Authorities.

“Material Adverse Effect” means any material adverse effect on (a) the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (b) the Company’s ability to consummate the transactions contemplated hereby.

“Nasdaq” means the Nasdaq Capital Market.

“Per Share Price” means: (a) if the Company’s Common Stock is traded on a securities exchange, the Per Share Price shall be deemed to be the closing price of Company’s Common Stock as quoted on any exchange for the Trading Day immediately prior to the applicable Exercise Date, as reported by Bloomberg; (b) if the Company’s Common Stock is actively traded over-the-counter, the Per Share Price shall be deemed to be the closing bid or sales price, whichever is applicable, of the Company’s Common Stock for the Trading Day immediately prior to the applicable Exercise Date, as reported by Bloomberg; or (c) if neither clause ‎(a) nor ‎(b) above is applicable, the Per Share Price shall be determined in good faith by the disinterested members of the Board based on relevant facts and circumstances at the time of the cashless exercise under Section ‎2.3, including in the case of a change of control of the Company the consideration receivable by the holders of the Common Stock in such change of control, in each case of clauses ‎(a) through ‎(c) above, as may be adjusted pursuant to Article ‎6.

“Person” (including the term “Persons”) means any individual, partnership, firm, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Settlement Agreement” means the Agreement, dated May 21, 2025, by and among the Company; Speedlight Group I, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company; Steven F. Urvan; and Richard R. Childress, Jared Smith, Fred W. Wagenhals, and Russell Williams Wallace, Jr. pursuant to a settlement of litigation pending in the Court of Chancery of the State of Delaware and styled Urvan v. AMMO, Inc., et al., Consol. C.A. No. 2023-0470-PRW and related counterclaims.

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

“Trading Day” means, with respect to the Common Stock, each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not generally traded on Nasdaq (or its successor) or such other principal securities exchange or inter-dealer quotation system on which the shares of Common Stock are then traded.

“Transfer Agent” means Securities Transfer Corporation, or such other entity as the Company may designate to act as the transfer agent for its Common Stock from time to time.

“Warrant Agent” means Securities Transfer Corporation, or such other entity as the Company may designate to act as the warrant agent from time to time.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly executed as of the date hereof.

[Signature Page to Warrant]

Annex A

NOTICE OF EXERCISE

Date: __________, 20___

The undersigned hereby elects irrevocably to exercise the Warrant to purchase Common Stock (the “Warrant”) attached hereto for surrender and cancellation for ______ shares of common stock, par value $0.01 per share (the “Warrant Shares”), of Outdoor Holding Company, a Delaware corporation, formerly known as AMMO, Inc. (the “Company”).

Payment of Exercise Price [check one]:

☐ makes payment of $_________ (at the rate of $____ per Warrant Share) in payment of the Exercise Price pursuant thereto; or

☐ elects to exercise the Warrant on a cashless basis and to convert its right to purchase ________ Warrant Shares under the Warrant for ______ Warrant Shares, in accordance with the following formula:

X = Y (A-B)

A

Where X = the number of Warrant Shares to be issued to Holder by the Company

Y = the number of Warrant Shares that Holder elects to purchase under the Warrant (as of the date of such calculation)

A = the Per Share Price which is equal to $_______.

B = the Exercise Price which is equal to $_______ per Warrant Share.

Please issue the Warrant Shares as to which the Warrant is exercised and, if applicable, a new warrant of like tenor representing the number of Warrant Shares for which the Warrant has not been exercised.

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant.

Annex B

NOTICE OF TRANSFER

FOR VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto __________________ (the “Transferee”) the right to purchase _________ shares of common stock, par value $0.01 per share, of Outdoor Holding Company, a Delaware corporation, formerly known as AMMO, Inc., (the “Company”), evidenced by the Warrant to purchase Common Stock attached hereto for surrender and cancellation and does hereby authorize the Company to transfer such right on the books of the Company. The Transferee hereby acknowledges the restrictions on transfer contained in Section ‎2.5 and Article ‎4 of the Warrant.

Dated: __________, 20__

Exhibit 10.4

Execution Version

UNSECURED PROMISSORY NOTE

US $12,000,000

[●], 2025

For value received, the undersigned, Outdoor Holding Company, a Delaware corporation, formerly known as AMMO, Inc., (the “Borrower”), promises to pay to GDI Air III LLC, (the “Holder”), the principal sum of Twelve Million Dollars ($12,000,000.00), together with interest as set forth below. All payments by the Borrower of amounts owing hereunder shall be in lawful money of the United States of America in immediately available funds on the terms and conditions set forth in this promissory note (this “Note”), payable as set forth herein. All capitalized terms not defined herein shall have the meanings assigned to them in the Settlement Agreement, dated May 21, 2025, by and among the Borrower; Speedlight Group I, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Borrower; Steven F. Urvan; and Richard R. Childress, Jared Smith, Fred W. Wagenhals, and Russell Williams Wallace, Jr. (the “Settlement Agreement”).

1. Maturity. The remaining unpaid principal balance of this Note and all accrued and unpaid interest thereon (collectively, the “Note Obligations”) shall become due and payable on [●], 2037.¹

2. Interest.

(a) Interest shall accrue on the Note Obligations at an interest rate per annum (the “Interest Rate”) equal to 6.50%. Such interest shall be payable to the Holder annually on each [●] (each, an “Interest Payment Date”), beginning with [●], 2026². Interest payable hereunder shall be calculated on the basis of a three hundred sixty-five (365) day or three hundred sixty-six (366) day year, as the case may be, for actual days elapsed from the most recent date on which interest has been paid or, if no interest has been paid, the date of issuance of this Note.

(b) If any amount payable hereunder is not paid when due (without regard to any applicable grace period), whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at the Interest Rate plus two percent (2.00%) (the “Default Rate”).

(c) If at any time and for any reason the interest rate payable hereunder is deemed to be in excess of the then-legal maximum rate, such interest rate shall be reduced automatically to the then-legal maximum rate.

3. Payments.

(a) Generally. All payments shall be applied first to accrued and unpaid interest, if any, and then to principal. The Borrower will provide written notice to the Holder of this Note of any prepayment of all or any part of the principal at the time thereof.

(b) Mandatory Prepayment. The Borrower shall make annual prepayments of the Note Obligations such that $1,000,000 (inclusive of accrued and unpaid interest then due and payable) is paid to the Holder on each Interest Payment Date, beginning with [●], 2026³. Such mandatory prepayments shall not be subject to Board approval.

¹ Note to Draft: To be the 12^th anniversary of the Note issuance date.

² Note to Draft: To be the first anniversary of the Note issuance date.

³ Note to Draft: To be the first anniversary of the Note issuance date.

(c) Optional Prepayment by the Borrower. The Borrower reserves the right to prepay, prior to maturity, all or any part of the principal or interest of this Note without penalty. The Holder shall not request early repayment of this Note for a period of two years from the Execution of this Note. Any such optional prepayment by the Borrower must be approved by a majority vote of the independent and disinterested members of the Board as then constituted, in light of the Borrower’s then-existing financial condition, cash flows and limitations under other agreements governing indebtedness of the Borrower, with the Holder neither voting nor participating in the discussion.

4. Holder Tax Form. The Holder shall deliver to the Borrower prior to the first Interest Payment Date (and from time to time thereafter upon the reasonable request of the Borrower) an executed copy of Internal Revenue Service Form W-9.

5. Representations and Warranties.

(a) The Borrower represents and warrants to the Holder as follows:

(i) Existence. The Borrower is a corporation duly formed, validly existing, and in good standing under the laws of the State of Delaware.

(ii) Power and Authority. The Borrower has the requisite power and authority to execute, deliver, and perform its obligations under this Note.

(iii) Authorization; Execution and Delivery. The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate actions in accordance with applicable law. The Borrower has duly executed and delivered this Note.

(b) The Holder represents and warrants to the Borrower as follows:

(i) Existence. The Holder is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware.

(ii) Power and Authority. The Holder has the requisite power and authority to execute, deliver, and perform its obligations under this Note.

(iii) Authorization; Execution and Delivery. The execution and delivery of this Note by the Holder and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company actions in accordance with applicable law. The Holder has duly executed and delivered this Note.

6. Events of Default. The occurrence and continuance of any of the following shall constitute an “Event of Default” hereunder:

(a) Failure to Pay. The Borrower fails to pay to the Holder (i) any mandatory prepayment (or any portion thereof) when due; or (ii) any other amount due hereunder within fifteen (15) days after such amount is due.

(b) Bankruptcy; Insolvency.

(i) The Borrower institutes a voluntary case seeking relief under any law relating to bankruptcy, insolvency, reorganization, or other relief for debtors (collectively, “Bankruptcy Laws”).

(ii) An involuntary case is commenced against the Borrower seeking the liquidation or reorganization of the Borrower under any Bankruptcy Law, and such case is not dismissed or vacated within sixty (60) days after the date of the commencement of such case.

(iii) The Borrower makes a general assignment for the benefit of its creditors.

(iv) The Borrower is unable, or admits in writing its inability, to pay its debts as they become due.

(v) A case is commenced against the Borrower or its assets seeking attachment, execution, or similar process against all or a substantial part of its assets, and such case is not dismissed or vacated within sixty (60) days after the date of the commencement of such case.

(c) Failure to Give Notice. The Borrower fails to give the notice of Event of Default as specified in Section 7.

7. Notice of Event of Default. As soon as possible after the Borrower becomes aware that an Event of Default has occurred, and in any event within three (3) business days, the Borrower shall notify the Holder in writing of the nature and extent of such Event of Default and the action, if any, the Borrower has taken or proposes to take with respect to such Event of Default.

8. Remedies. Upon the occurrence and during the continuance of an Event of Default, the Holder may, at its option, by written notice to the Borrower, declare all Note Obligations immediately due and payable; provided, however, if an Event of Default described in Section 6(c) shall occur, the outstanding principal amount, accrued and unpaid interest, and all other amounts payable hereunder shall become immediately due, payable, and collectible by the Holder without notice, declaration, or other act on the part of the Holder. Any Note Obligations that become immediately due, payable, and collectible under this Section 8 shall bear interest at the Default Rate until such amounts are paid in full, in cash. In addition to the foregoing remedies, upon the occurrence and during the continuance of an Event of Default, the Holder may exercise any other right, power or remedy it may have at law or in equity, as the rights, remedies, and powers herein provided are cumulative and not exclusive of any other rights, remedies, or powers provided by law or equity. No single or partial exercise of any right, remedy, or power under this Note shall preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. The Borrower hereby waives presentment for payment, protest, demand, notice of dishonor, notice of protest, notice of nonpayment and diligence with respect to this Note.

9. Amendments and Waivers. Any provision of this Note may be amended and the observance of any provision of this Note may be waived (either generally or in a particular instance and either retrospectively or prospectively) only upon the written consent of the Borrower and the Holder (and approved by a majority of the disinterested and independent members of the Board). Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Borrower and the Holder and their successors and permitted assigns.

10. General Provisions.

(a) Nothing expressed in or to be implied from this Note is intended to give, or shall be construed to give, any person, other than the parties hereto and their successors and assigns, any benefit or legal or equitable right, remedy or claim under or by virtue of this Note. Notwithstanding the foregoing, all references to the “Holder” or the “Borrower” shall apply to their respective successors and permitted assigns. Notwithstanding anything herein to the contrary: (i) this Note may not be assigned or transferred by the Holder without the prior written consent of the Borrower (such consent not to be unreasonably withheld) made in accordance with Section 9; and (ii) this Note may not be assigned or transferred by the Borrower without the prior written consent of the Holder, which consent may be granted or withheld in Holder’s sole and absolute discretion.

(b) If one or more provisions of this Note are held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or render such term or provision invalid or unenforceable in any other jurisdiction.

(c) This Note shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference to conflicts of law provisions thereof). The Borrower and the Holder hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, in the event that the Court of Chancery does not have subject matter jurisdiction over the dispute, any state or federal court of competent jurisdiction in the state of Delaware, in respect of the interpretation and enforcement of the provisions of this Note. The Borrower and the Holder hereby waive, and agree not to assert, as a defense in any proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate. The Borrower and the Holder hereby consent to and grant any such court jurisdiction over the person of the Borrower and the Holder and over the subject matter of such dispute.

(d) This Note and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic (“pdf” or “tif”) format or via DocuSign shall be as effective as delivery of a manually executed counterpart of this Note.

(e) The words “execution,” “signed,” “signature,” and words of similar import in this Note shall be deemed to include electronic and digital signatures and the keeping of records in electronic form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures and paper-based recordkeeping systems, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. § 7001 et seq.), and similar state laws.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned have executed this Note as of the date first above written.

Signature Page to Promissory Note

Signature Page to Promissory Note

Exhibit 10.5

Execution Version

UNSECURED PROMISSORY NOTE

US $39,000,000

[●], 2025

For value received, the undersigned, Outdoor Holding Company, a Delaware corporation, formerly known as AMMO, Inc. (the “Borrower”), promises to pay to GDI Air III LLC (the “Holder”), the principal sum of Thirty-Nine Million Dollars ($39,000,000.00), together with interest as set forth below. All payments by the Borrower of amounts owing hereunder shall be in lawful money of the United States of America in immediately available funds on the terms and conditions set forth in this promissory note (this “Note”), payable as set forth herein. All capitalized terms not defined herein shall have the meanings assigned to them in the Settlement Agreement, dated May 21, 2025, by and among the Borrower; Speedlight Group I, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Borrower; Steven F. Urvan; and Richard R. Childress, Jared Smith, Fred W. Wagenhals, and Russell Williams Wallace, Jr. (the “Settlement Agreement”).

1. Maturity. The remaining unpaid principal balance of this Note and all accrued and unpaid interest thereon (collectively, the “Note Obligations”) shall become due and payable on [●], 2035.¹

2. Interest.

(a) Interest shall accrue on the Note Obligations at an interest rate per annum (the “Interest Rate”) equal to the applicable federal rate (AFR) for long-term loans in effect on the issuance date of this Note (the “Issuance Date”). Such interest shall be payable to the Holder annually on each [●] (each, an “Interest Payment Date”), beginning with [●], 2026². Interest payable hereunder shall be calculated on the basis of a three hundred sixty-five (365) day or three hundred sixty-six (366) day year, as the case may be, for actual days elapsed from the most recent date on which interest has been paid or, if no interest has been paid, the Issuance Date.

(b) If any amount payable hereunder is not paid when due (without regard to any applicable grace period), whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at the Interest Rate plus two percent (2.00%) (the “Default Rate”).

(c) If at any time and for any reason the interest rate payable hereunder is deemed to be in excess of the then-legal maximum rate, such interest rate shall be reduced automatically to the then-legal maximum rate.

3. Payments.

(a) Generally. All payments shall be applied first to accrued and unpaid interest, if any, and then to principal. The Borrower will provide written notice to the Holder of this Note of any prepayment of all or any part of the principal at the time thereof.

(b) Amortization of Principal. The Borrower shall make annual repayments of the outstanding principal amount of this Note equal to One Million Nine-Hundred Fifty Thousand Dollars ($1,950,000.00) on each Interest Payment Date, beginning with [●], 2026³. Such mandatory prepayments shall not be subject to Board approval.

¹ Note to Draft: To be the tenth anniversary of the Note issuance date.

² Note to Draft: To be the first anniversary of the Note issuance date.

³ Note to Draft: To be the first anniversary of the Note issuance date.

(c) Optional Prepayment by the Borrower.

(i) Optional Prepayment by the Borrower with Cash. The Borrower reserves the right to prepay, prior to maturity, all or any part of the principal or interest of this Note without penalty. The Holder shall not request early repayment of this Note for a period of two years from the Execution of this Note.

(ii) Optional Prepayment by the Borrower with Warrant.

(A) At any time prior to [●], 2026⁴ (unless extended pursuant to Section 3(c)(ii)(B)), if the Stockholder Approval has been obtained (the “Warrant Prepayment Period”), the Borrower shall have the option to prepay all, but not less than all, of the then-outstanding principal amount of this Note and accrued and unpaid interest thereon in exchange for a warrant (the “Warrant”) to purchase shares of the Company’s Common Stock (“Common Stock”) pursuant to a warrant agreement in the form attached as Exhibit A hereto. For the avoidance of doubt, upon optional prepayment with the Warrant in accordance with this Section 3(c)(ii), all remaining Note Obligations shall be deemed satisfied with the same force and effect as a prepayment of all principal and accrued and unpaid interest pursuant to Section 3(c)(i).

(B) The Warrant Prepayment Period may be extended upon the mutual consent of the Holder and the Company.

(C) “Stockholder Approval” for purposes of this Section 3(c)(ii) means approval by the Company’s stockholders of the shareholder approval contemplated by NASDAQ Listing Standard Rules 5635(b) and 5635(d) with respect to the issuance of the Warrant and underlying shares of Common Stock.

(iii) Approval. Any optional prepayment by the Borrower pursuant to this Section 3(c) must be approved by a majority vote of the independent and disinterested members of the Board as then constituted, in light of the Borrower’s then-existing financial condition, cash flows and limitations under other agreements governing indebtedness of the Borrower, with the Holder neither voting nor participating in the discussion.

4. Holder Tax Form. The Holder shall deliver to the Borrower prior to the first Interest Payment Date (and from time to time thereafter upon the reasonable request of the Borrower) an executed copy of Internal Revenue Service Form W-9.

5. Representations and Warranties.

(a) The Borrower represents and warrants to the Holder as follows:

(i) Existence. The Borrower is a corporation duly formed, validly existing, and in good standing under the laws of the State of Delaware.

(ii) Power and Authority. The Borrower has the requisite power and authority to execute, deliver, and perform its obligations under this Note.

(iii) Authorization; Execution and Delivery. The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate actions in accordance with applicable law. The Borrower has duly executed and delivered this Note.

⁴ Note to Draft: To be the first anniversary of the Note issuance date.

(b) The Holder represents and warrants to the Borrower as follows:

(i) Existence. The Holder is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware.

(ii) Power and Authority. The Holder has the requisite power and authority to execute, deliver, and perform its obligations under this Note.

(iii) Authorization; Execution and Delivery. The execution and delivery of this Note by the Holder and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company actions in accordance with applicable law. The Holder has duly executed and delivered this Note.

6. Events of Default. The occurrence and continuance of any of the following shall constitute an “Event of Default” hereunder:

(a) Failure to Pay. The Borrower fails to pay to the Holder (i) any mandatory prepayment (or any portion thereof) when due; or (ii) any other amount due hereunder within fifteen (15) days after such amount is due.

(b) Bankruptcy; Insolvency.

(i) The Borrower institutes a voluntary case seeking relief under any law relating to bankruptcy, insolvency, reorganization, or other relief for debtors (collectively, “Bankruptcy Laws”).

(ii) An involuntary case is commenced against the Borrower seeking the liquidation or reorganization of the Borrower under any Bankruptcy Law, and such case is not dismissed or vacated within sixty (60) days after the date of the commencement of such case.

(iii) The Borrower makes a general assignment for the benefit of its creditors.

(iv) The Borrower is unable, or admits in writing its inability, to pay its debts as they become due.

(v) A case is commenced against the Borrower or its assets seeking attachment, execution, or similar process against all or a substantial part of its assets, and such case is not dismissed or vacated within sixty (60) days after the date of the commencement of such case.

(c) Failure to Give Notice. The Borrower fails to give the notice of Event of Default as specified in Section 7.

7. Notice of Event of Default. As soon as possible after the Borrower becomes aware that an Event of Default has occurred, and in any event within three (3) business days, the Borrower shall notify the Holder in writing of the nature and extent of such Event of Default and the action, if any, the Borrower has taken or proposes to take with respect to such Event of Default.

8. Remedies. Upon the occurrence and during the continuance of an Event of Default, the Holder may, at its option, by written notice to the Borrower, declare all Note Obligations immediately due and payable; provided, however, if an Event of Default described in Section 6(c) shall occur, the outstanding principal amount, accrued and unpaid interest, and all other amounts payable hereunder shall become immediately due, payable, and collectible by the Holder without notice, declaration, or other act on the part of the Holder. Any Note Obligations that become immediately due, payable, and collectible under this Section 8 shall bear interest at the Default Rate until such amounts are paid in full, in cash. In addition to the foregoing remedies, upon the occurrence and during the continuance of an Event of Default, the Holder may exercise any other right, power or remedy it may have at law or in equity, as the rights, remedies, and powers herein provided are cumulative and not exclusive of any other rights, remedies, or powers provided by law or equity. No single or partial exercise of any right, remedy, or power under this Note shall preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. The Borrower hereby waives presentment for payment, protest, demand, notice of dishonor, notice of protest, notice of nonpayment and diligence with respect to this Note.

9. Amendments and Waivers. Any provision of this Note may be amended and the observance of any provision of this Note may be waived (either generally or in a particular instance and either retrospectively or prospectively) only upon the written consent of the Borrower and the Holder (and approved by a majority of the disinterested and independent members of the Board). Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Borrower and the Holder and their successors and permitted assigns.

10. General Provisions.

(a) Nothing expressed in or to be implied from this Note is intended to give, or shall be construed to give, any person, other than the parties hereto and their successors and assigns, any benefit or legal or equitable right, remedy or claim under or by virtue of this Note. Notwithstanding the foregoing, all references to the “Holder” or the “Borrower” shall apply to their respective successors and permitted assigns. Notwithstanding anything herein to the contrary: (i) this Note may not be assigned or transferred by the Holder without the prior written consent of the Borrower (such consent not to be unreasonably withheld) made in accordance with Section 9; and (ii) this Note may not be assigned or transferred by the Borrower without the prior written consent of the Holder, which consent may be granted or withheld in Holder’s sole and absolute discretion.

(b) If one or more provisions of this Note are held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or render such term or provision invalid or unenforceable in any other jurisdiction.

(c) This Note shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference to conflicts of law provisions thereof). The Borrower and the Holder hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, in the event that the Court of Chancery does not have subject matter jurisdiction over the dispute, any state or federal court of competent jurisdiction in the state of Delaware, in respect of the interpretation and enforcement of the provisions of this Note. The Borrower and the Holder hereby waive, and agree not to assert, as a defense in any proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate. The Borrower and the Holder hereby consent to and grant any such court jurisdiction over the person of the Borrower and the Holder and over the subject matter of such dispute.

(d) This Note and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic (“pdf” or “tif”) format or via DocuSign shall be as effective as delivery of a manually executed counterpart of this Note.

(e) The words “execution,” “signed,” “signature,” and words of similar import in this Note shall be deemed to include electronic and digital signatures and the keeping of records in electronic form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures and paper-based recordkeeping systems, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. § 7001 et seq.), and similar state laws.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned have executed this Note as of the date first above written.

SIGNATURE PAGE TO PROMISSORY NOTE

SIGNATURE PAGE TO PROMISSORY NOTE

Exhibit 10.6

Execution Version

AMENDMENT NO. 2 TO SETTLEMENT AGREEMENT

This Amendment No. 2 to the Settlement Agreement (this “Amendment”), is entered into as of May 21, 2025, by and among AMMO, Inc., a Delaware corporation, currently known as Outdoor Holding Company (the “Company”) and Steven F. Urvan and Susan T. Lokey (collectively with each of their respective Affiliates and Associates, the “Urvan Group”). Unless otherwise defined in this Amendment, capitalized terms shall have the meanings given to them in the Agreement.

WHEREAS, the Company and the Urvan Group previously entered into that certain Settlement Agreement, dated as of November 3, 2022 (the “2022 Settlement Agreement”);

WHEREAS, the Company and the Urvan Group entered into Amendment No. 1 to the 2022 Settlement Agreement, dated as of November 22, 2022 (“First Amendment” and, together with the 2022 Settlement Agreement, as the same may be further amended, modified, supplemented, or restated from time to time, the “Agreement”)

WHEREAS, on May 21, 2025, the Company, Speedlight Group I, LLC, Mr. Urvan and Richard R. Childress, Jared Smith, Fred W. Wagenhals and Russell Williams Wallace, Jr. entered into that certain Settlement Agreement (the “2025 Settlement Agreement”);

WHEREAS, in connection with the 2025 Settlement Agreement, the Company and Mr. Urvan agreed to certain amendments to the Agreement;

WHEREAS, pursuant to Section 17(f) of the Agreement, the Agreement may be amended only by an agreement in writing signed by each party; and

WHEREAS, the Company and the Urvan Group desire to enter into this Amendment regarding certain matters related to the Urvan Group’s voting commitment and standstill obligations.

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Urvan Group agree as follows:

1. Amendment to Section 3 of the Agreement. Section 3 of the Agreement is hereby amended and restated in its entirety to read as follows:

“Until the date that is three (3) years following the execution date of that certain Settlement Agreement, by and among the Company, Speedlight Group I, LLC, Mr. Urvan and Richard R. Childress, Jared Smith, Fred W. Wagenhals, and Russell Williams Wallace, Jr. (the “2025 Settlement Agreement”), the Urvan Group shall, or shall cause its Representatives to, appear in person or by proxy at any Stockholder Meeting and to vote all shares of Common Stock beneficially owned by it and over which it has direct or indirect voting power as of the record date for determining the stockholders entitled to vote at such meeting or to consent to such action (and shall, upon receiving at least 10 calendar days’ advance notice of the record date, call back from loan any such shares in time prior to the applicable record date to ensure such shares can be voted at such Stockholder Meeting) in accordance with the Board’s recommendations, as such recommendations of the Board are set forth in the applicable definitive proxy statement filed in respect thereof with respect to (a) the election, removal and/or replacement of directors and (b) any other proposal submitted to stockholders, provided, however, that the Urvan Group shall be entitled to vote, or cause to be voted, in the sole discretion thereof, any shares of Common Stock beneficially owned by it and over which it has direct or indirect voting power as of the record date for determining the stockholders entitled to vote at such meeting or to consent to such action in excess of 17,312,857 shares of Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock); provided, further, that, notwithstanding the foregoing provisions of this Section 3, in the event that Mr. Urvan ceases to be Chief Executive Officer of the Company and Chairman of the Company’s Board for any reason, then after the expiration of ninety (90) days following his departure from such roles, the Urvan Group shall be permitted to vote all shares of Common Stock beneficially owned by it and over which it has direct or indirect voting power in its sole discretion with respect to any Extraordinary Transaction. Upon the Company’s written request, the Urvan Group shall provide the Company with written confirmation and evidence of its compliance with this Section 3 no later than two (2) Business Days prior to the applicable Stockholder Meeting.”

2. Amendment to Section 4 of the Agreement. Section 4 of the Agreement is hereby amended and restated in its entirety to read as follows:

“ 4. Standstill. Prior to the date that is three (3) years following the execution date of the 2025 Settlement Agreement, without the prior written consent of the Board, the Urvan Group shall not, and shall cause its Affiliates, not to, directly or indirectly, in whole or in part (in each case, except as expressly permitted by this Agreement):

(a) sell its shares of Common Stock, other than in open market sale transactions where the identity of the purchaser is not known and in underwritten widely dispersed public offerings, to any Third Party that, to the Urvan Group’s knowledge (after due inquiry in connection with a private, non-open market transaction, it being understood that such knowledge shall be deemed to exist with respect to any publicly available information, including information in documents filed with the SEC), would result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of more than 4.9% of the shares of Common Stock outstanding at such time, or would increase the beneficial ownership interest of any Third Party who, together with its Affiliates and Associates, has a beneficial or other ownership interest in the aggregate of more than 4.9% of the shares of Common Stock outstanding at such time;

(b)(i) other than pursuant to Section 1 of this Agreement, nominate, recommend for nomination or give notice of an intent to nominate or recommend for nomination a person for election at any Stockholder Meeting at which the Company’s directors are to be elected; (ii) knowingly initiate, encourage or participate in any solicitation of proxies in respect of any election contest or removal contest with respect to the Company’s directors; (iii) submit, initiate, make or be a proponent of any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; (iv) knowingly initiate, encourage or participate in any solicitation of proxies in respect of any stockholder proposal for consideration at, or other business brought before, any Stockholder Meeting; or (v) knowingly initiate, encourage or participate in any “withhold” or similar campaign with respect to any Stockholder Meeting; in each case other than in a manner consistent with the Board’s recommendation in connection with such matter; provided, however, that nothing in this Agreement shall prevent the Urvan Group or its Affiliates from taking actions in furtherance of identifying director candidates in connection with the 2023 Annual Meeting (as defined below) or the 2024 Annual Meeting (as defined below), as applicable, so long as such actions do not create a public disclosure obligation for the Urvan Group or the Company and are undertaken on a basis reasonably expected to be confidential;

(c) form, join or in any way participate in any group or agreement of any kind with respect to any voting securities of the Company, including in connection with any election or removal contest with respect to the Company’s directors or any stockholder proposal or other business brought before any Stockholder Meeting (other than a group that (i) is solely among the members of the Urvan Group or (ii) is an Affiliate of the Urvan Group and such Affiliate agrees to be bound by the terms and conditions of this Agreement as if it were a party hereto);

(d) deposit any voting securities of the Company in any voting trust or subject any Company voting securities to any arrangement or agreement with respect to the voting thereof (other than (i) customary brokerage accounts, margin accounts and prime brokerage accounts, or (ii) any such voting trust, arrangement, or agreement that (A) is solely among the Urvan Group, (B) is with an Affiliate of the Urvan Group and such Affiliate agrees to be bound by the terms and conditions of this Agreement as if it were a party hereto; or (C) relates to the Merger Transaction Agreements);

(e) seek publicly, alone or in concert with others, to amend any provision of the Certificate of Incorporation or the Bylaws;

(f) demand an inspection of the Company’s books and records pursuant to Section 220(b) of the DGCL; provided, however, that this Section 4(f) shall not apply to books-and-records that relate solely to matters that post-date the execution date of the 2025 Settlement Agreement;

(g) make any public proposal with respect to or make any public statement or otherwise knowingly seek to encourage, advise or assist any person in so encouraging or advising with respect to: (A) any change in the number or term of directors serving on the Board or the filling of any vacancies on the Board, (B) any change in the capitalization or dividend policy of the Company, (C) any other change in the Company’s management, governance, corporate structure, staffing, affairs or policies, (D) any Extraordinary Transaction, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or (F) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act (in each case other than pursuant to Section 1);

(h) knowingly initiate, make or in any way participate, directly or indirectly, in any Extraordinary Transaction or make, directly or indirectly, any proposal, either alone or in concert with others, to the Company or the Board that would reasonably be expected to require a public announcement or disclosure regarding any such matter;

(i) effect or seek to effect, offer or propose to effect, cause or participate in, or in any way knowingly assist or facilitate any other person to effect or seek, offer or propose to effect or participate in any (i) material acquisition of any assets or businesses of the Company or any of its subsidiaries; (ii) tender offer or exchange offer, merger, acquisition, share exchange or other business combination involving any of the voting securities or any of the material assets or businesses of the Company or any of its subsidiaries; or (iii) recapitalization, restructuring, liquidation, dissolution or other material transaction with respect to the Company or any of its subsidiaries or any material portion of its or their businesses;

(j) enter into any negotiations, agreements or understandings with any Third Party with respect to the foregoing, or knowingly advise, assist, encourage or seek to persuade any Third Party to take any action with respect to any of the foregoing, or otherwise take or cause any action inconsistent with any of the foregoing;

(k) publicly make or in any way advance publicly any request or proposal that the Company or the Board amend, modify or waive any provision of this Agreement; or

(l) take any action challenging the validity or enforceability of this Section 4 unless the Company is challenging the validity or enforceability of this Section 4;

provided, however, that the restrictions in this Section 4 shall not prevent the Urvan Group or its Affiliates from (i) providing any information in any form, voluntarily, proactively, or in response to subpoenas, court orders or other legal processes, to file a charge or complaint, to communicate in any way, or to otherwise participate in any investigation or proceeding that may be conducted by any government agency, including but not limited to, the SEC, the Equal Employment Opportunity Commission, any state human rights commission, the National Labor Relations Board, the Occupational Safety and Health Administration, or any other federal, state or local governmental agency or commission, without notice to the Company, (ii) making any private communication, proposal, suggestion or recommendation to the Company, regarding any matter, that would not be reasonably expected to trigger public disclosure obligations for any person, (iii) making any private communication with stockholders of the Company and others in a manner that does not otherwise violate this Section 4 or Section 5, (iv) tendering shares, receiving payment for shares, voting shares or otherwise participating in any transaction on the same basis as the other stockholders of the Company or from participating in any transaction that has been approved by the Board, subject to the other terms of this Agreement, (v) exercising any registration or related rights pursuant to the Merger Transaction Agreements, (vi) responding to inbound inquiries it receives from a Third Party by directing such Third Party to contact a representative of the Company or refer to the Company’s publicly available disclosures, or (vii) with the Board’s prior written consent, privately introducing Third Parties to the Board or the Company’s officers. For the avoidance of doubt, nothing in this Section 4 shall be deemed to limit the exercise in good faith of Mr. Urvan’s or any of the Urvan Group Directors (or any Replacement Director, as applicable) fiduciary duties in their capacity as an officer and/or director of the Company.”

3. Section 11 of the Agreement. Section 11(c) of the Agreement is hereby amended and restated in its entirety to read as follows:

(c) If this Agreement is terminated in accordance with this Section 11, this Agreement shall forthwith become null and void, but no termination shall relieve either party from liability for any breach of this Agreement prior to such termination. Notwithstanding the foregoing, Sections 3 and 4, this Section 11, and Sections 12 through 17 shall survive termination of the Agreement.

4. Public Announcement.

(a) None of the Urvan Group, or any of its respective controlled Affiliates or Associates will issue a press release or make or cause to be made any other public statement or announcement in connection with this Amendment or the actions contemplated hereby, other than as mutually agreed by the Company and the Urvan Group, except as set forth in Section 4(c) of this Amendment or as required by law or the rules of any stock exchange.

(b) The Company shall file with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K reporting its entry into this Amendment and appending this Amendment as an exhibit thereto (the “Amendment Form 8-K”). The Amendment Form 8-K shall be consistent with the terms of this Amendment. The Company shall provide the Urvan Group with a reasonable opportunity to review and comment on the Amendment Form 8-K prior to the filing with the SEC and consider in good faith any such comments of the Urvan Group.

(c) No later than two (2) business days following the date of this Amendment, the Urvan Group shall file with the SEC an amendment to that certain Schedule 13D, in compliance with Section 13 of the Securities Exchange Act of 1934, as amended, and with the rules and regulations thereunder, to report its entry into this Amendment (the “Amendment Schedule 13D/A”). The disclosures in the Amendment Schedule 13D/A relating to this Amendment shall be consistent with the terms of this Amendment. The Urvan Group shall provide the Company with a reasonable opportunity to review and comment on the Amendment Schedule 13D/A prior to it being filed with the SEC and consider in good faith any such comments of the Company.

5. Effect of Amendment. Except as and to the extent expressly modified by this Amendment, the Agreement and the exhibits thereto remain in full force and effect in all respects without any modification. In the event of a conflict or inconsistency between this Amendment and the Agreement and the exhibits thereto, the provisions of this Amendment will govern. All references to the Agreement after the date of this Amendment shall mean the Agreement as amended by this Amendment.

6. Counterparts. This Amendment may be executed in one or more counterparts and by scanned computer image (such as pdf), each of which will be deemed to be an original copy of this Amendment, but all of which together shall be deemed to be one and the same agreement.

7. Miscellaneous. The provisions of Sections 13 (Notices), 15 (Specific Performance; Remedies), 10 (Representations and Warranties), 14 (Governing Law; Jurisdiction; Jury Waiver) and 17 (Miscellaneous) of the Agreement shall apply, mutatis mutandis, to this Amendment.

[Signature page follows]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized signatories of the parties as of the date hereof.

[Signature Page to Amendment No. 2 to Settlement Agreement]

Exhibit 10.7

EXECUTIVE SEPARATION AGREEMENT

This SEPARATION AGREEMENT (“Agreement”) is entered into as of May 21, 2025 (the “Signing Date”) by and among Outdoor Holding Company., a Delaware corporation headquartered at 7681 E. Gray Rd in Scottsdale, Arizona (the “Company”), and the Company’s Chief Executive Officer, Jared Smith, an individual (“Executive”). The Company and Executive are hereafter referred to collectively as the “Parties” and individually as a “Party”. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned in the Employment Agreement (defined below).

RECITALS

WHEREAS, the Company and Executive entered into an employment agreement dated December 15, 2022, pursuant to which Executive agreed to serve as the Company’s Chief Operating Officer and President (“COO”);

WHEREAS, in or around July 2023, the Parties thereafter entered into an Amended and Restated Employment Agreement (hereinafter, the “Employment Agreement”), pursuant to which Executive agreed to serve as the Company’s Chief Executive Officer (“CEO”); and

WHEREAS, the Parties wish to modify and ultimately end their relationship under the Employment Agreement in the following manner.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

if to Executive, then to Executive’s personal and physical email addresses in the Company’s records as of the date hereof:

Jared R. Smith

[*****]

[*****]

[*****]

if to the Company, then to:

Outdoor Holding Company

7681 E. Gray Road

Scottsdale, AZ 85260

Attention: Jordan Christensen – General Counsel

Email: jordan.christensen@outdoorholding.com

[Signature page follows]

IN WITNESS WHEREOF, the Parties have executed this Executive Separation Agreement as of the day and year first above written.

OUTDOOR HOLDING COMPANY

Executive

{Signature Page to

Executive Separation Agreement}