REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2021 • American Rebel Holdings Inc • Plastics products, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 29, 2021 between American Rebel Holdings, Inc., a Nevada corporation (the “Company”) and Cavalry Fund I LP (“Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 30, 2024, by and between AMERICAN REBEL HOLDINGS, INC., a Nevada corporation, with headquarters located at 5115 Maryland Way, Suite 303, Brentwood, Tennessee 37027 (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership, with its address at 80 S.W. Eighth Street, 20th Floor, Miami, FL 33131 (the “Buyer”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2022 • American Rebel Holdings Inc • Plastics products, nec • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2021 • American Rebel Holdings Inc • Plastics products, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2021, by and between American Rebel Holdings, Inc. (a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 8th, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 4, 2024, by and between AMERICAN REBEL HOLDINGS, INC., a Nevada corporation, with its address at 5115 Maryland Way, Suite 303, Brentwood, Tennessee 37027 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).
original issue discount SENIOR SECURED Convertible PROMISSORY NOTEConvertible Security Agreement • October 5th, 2021 • American Rebel Holdings Inc • Plastics products, nec
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued at an original issue discount by AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (the “Company”) (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 28th, 2023 • American Rebel Holdings Inc • Plastics products, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 27, 2023, is by and among American Rebel Holdings, Inc. with headquarters located at 909 18th Avenue South, Suite A, Nashville, Tennessee 37212 (the “Company”), and the investor or investors identified on the signature pages hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2023 • American Rebel Holdings Inc • Plastics products, nec
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 27, 2023, is by and among American Rebel Holdings, Inc., a Nevada corporation with offices located at 909 18th Avenue South, Suite A, Nashville, Tennessee 37212 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
FORM OF DIRECTOR AGREEMENT OF American rebel holdings, INC.Independent Director Agreement • February 10th, 2022 • American Rebel Holdings Inc • Plastics products, nec • Nevada
This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of February 8, 2022 (the “Effective Date”), by and between American Rebel Holdings, Inc., a Nevada corporation (the “Company”), and __________, a citizen of United States, with a permanent residence at [●] (the “Independent Director”).
American Rebel Holdings, Inc. And Action Stock Transfer Corporation, as Warrant Agent Warrant Agency Agreement Dated as of February 9, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • March 31st, 2022 • American Rebel Holdings Inc • Plastics products, nec • New York
WARRANT AGENCY AGREEMENT, dated as of February 9, 2022 (“Agreement”) between American Rebel Holdings, Inc., a Nevada corporation (the “Company”), and Action Stock Transfer Corporation, a Utah corporation (the “Warrant Agent”).
PREFUNDED COMMON STOCK PURCHASE WARRANT AMERICAN REBEL HOLDINGS, INC.Prefunded Common Stock Purchase Warrant • July 8th, 2022 • American Rebel Holdings Inc • Plastics products, nec
THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from American Rebel Holding, Inc., a Nevada corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • October 5th, 2021 • American Rebel Holdings Inc • Plastics products, nec • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of September 29, 2021 between American Rebel Holdings, Inc., a Nevada corporation, and American Rebel, Inc., a Nevada corporation (collectively, the “Company”) (together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all wholly-owned or majority-owned subsidiaries of the Company acquired after the date hereof for so long as this Agreement remains in effect, are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and Cavalry Fund I LP, a Delaware limited partnership, in its capacity as Collateral Agent for the benefit of itself and each of the Purchasers (as hereinafter defined) (each, together with its respective successors and assigns, a “Secured Party,” and collectively the “Secured Parties”).
Representative’s Warrant AgreementWarrant Agreement • February 10th, 2022 • American Rebel Holdings Inc • Plastics products, nec • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
American Rebel Holdings, Inc. Maximum: 2,666,666 Shares of Series C Redeemable Convertible Preferred Stock $0.001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • March 22nd, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • New York
American Rebel Holdings, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 2,666,666 shares of Series C Convertible Cumulative Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”), of the Company to investors (collectively, the “Investors”), at a purchase price of $7.50 per share (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Series C Preferred Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
Business Loan and Security Agreement March 27, 2024Business Loan and Security Agreement • April 3rd, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • New York
This Business Loan and Security Agreement Supplement is an important legal document. Borrower should keep this document for Borrower’s records.
PERSONAL AND CONFIDENTIALPlacement Agent Agreement • July 18th, 2022 • American Rebel Holdings Inc • Plastics products, nec • New York
SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENTSubordinated Business Loan and Security Agreement • July 11th, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Virginia
THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of July 8, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company (“Lead Lender”) and each assignee that becomes a party to this Agreement pursuant to Section 12.1 (each individually with the Lead Lender, a “Lender” and collectively with the Lead Lender, the “Lenders”), and AMERICAN REBEL HOLDINGS, INC, A domestic Nevada Corporation (“Parent”) and its subsidiaries, AMERICAN REBEL, INC., A domestic Nevada Corporation, and CHAMPION SAFE COMPANY, INC. A Domestic Utah Corporation and together with Parent, and the other entities shown as signatories hereto or that are joined from time to time as a Borrower, individually and collectively, jointly
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 15th, 2016 • Cubescape Inc • Plastics products, nec • California
SECURITIES PURCHASE AGREEMENT, dated as of June____, 2016(the “Agreement”), among AMERICAN REBEL, INC., a Nevada corporation with a place of business in Nashville, Tennessee (the “Buyer”); and DAVID ESTUS, an individual with an address residing in Cardiff, California (the “Seller”).
STOCK PURCHASE AND REORGANIZATION AGREEMENTStock Purchase and Reorganization Agreement • August 31st, 2017 • American Rebel Holdings Inc • Plastics products, nec • Tennessee
THIS STOCK PURCHASE AND REORGANIZATION AGREEMENT (this “Agreement”) is made and entered into as of November ___, 2016 by and among CUBESCAPE, INC., a Nevada corporation (the “Company” or the “Issuer”), AMERICAN REBEL, INC. a Nevada corporation (“REBEL”), the BUYERS listed on the Buyer Signature Page hereto (each a “Buyer” and, collectively, the “Buyers”), and KRUEGER LLP, a California limited liability partnership, as the escrow holder and legal counsel to the Company (the “Escrow Holder”). Capitalized terms used in this Agreement without definition shall have the meanings set forth or referenced in Article VIII.
REVENUE INTEREST PURCHASE AGREEMENTRevenue Interest Purchase Agreement • April 12th, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Texas
THIS REVENUE INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into effective as of the 8th day of April, 2024 (the “Effective Date”) by and between AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (“AREB”) with an address of 909 18th Avenue South, Suite A, Nashville, Tennessee, 37212, for purposes of notice hereunder; and, CHRISTOPHER ANDREW CREWS, an individual (“Crews”), with an address of 2008 Freda Lane, Cardiff, CA 92007, for purposes of notice hereunder. AREB and Crews are sometimes referred to collectively herein as the “Parties”, and each individually as a “Party”.
SUBSIDIARY GUARANTYSubsidiary Guaranty • October 5th, 2021 • American Rebel Holdings Inc • Plastics products, nec • New York
This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of September 29, 2021, jointly and severally, by and among American Rebel Holdings, Inc., a Nevada corporation (the “Company”), and American Rebel, Inc., a Nevada corporation (“ARSub”, and together with the Company and each other Person who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, which shall include all wholly-owned or majority-owned subsidiaries of the Company acquired or formed after the date hereof for so long as this Guaranty remains in effect, shall each be referred to individually as a “Guarantor” and collectively as the “Guarantors”), in favor of the purchasers listed on the signature pages of the Purchase Agreement (as defined below) (together with their respective successors and assigns and each other purchaser of a Note (as defined below) after the date hereof and their res
ESCROW AGREEMENTEscrow Agreement • March 22nd, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Delaware
Effective this 20th day of March 2024 this ESCROW AGREEMENT (this “Agreement”) dated as of this 10th day of November 2023 by and among American Rebel Holdings, Inc., a Nevada corporation (the “Company”), having an address at 909 18th Avenue South, Suite A, Nashville, TN 37212; Digital Offering, LLC, having an address at 1461 Glenneyre Street, Suite D, Laguna Beach, CA 92651 (“Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”) has been amended and therefore replaces the existing Agreement. The Company and the Placement Agent, each a “Party,” are collectively referred to as “Parties” and individually, a “Party.”
LOAN AGREEMENTLoan Agreement • June 18th, 2019 • American Rebel Holdings Inc • Plastics products, nec • Tennessee
THIS AGREEMENT made this 29th day of June 2018 by and among each person/entity listed on the signature page hereto (each individually a “Lender,” and collectively the “Lenders”) and AMERICAN REBEL, INC., a Nevada corporation (“Borrower”).
PUBLIC OFFERING SUBSCRIPTION AGREEMENT Shares of SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK of American Rebel Holdings, Inc.Subscription Agreement • November 13th, 2023 • American Rebel Holdings Inc • Miscellaneous fabricated metal products
This Subscription Agreement relates to my/our agreement to purchase ________ shares of preferred stock, $0.001 par value per share (the “Shares”), to be issued by American Rebel Holdings, Inc., a Delaware corporation (the “Company”), for a purchase price of $[ ] per Share, for a total purchase price of $___________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the final offering circular for the sale of the Shares, dated [*], 2023 contained in the offering statement on Form 1-A declared “qualified” by the Securities and Exchange Commission (the “SEC”) on [ ], 2023 (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
REVENUE INTEREST PURCHASE AGREEMENTRevenue Interest Purchase Agreement • March 27th, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Texas
THIS REVENUE INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into effective as of the 22nd day of March, 2024 (the “Effective Date”) by and between AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (“AREB”) with an address of 909 18th Avenue South, Suite A, Nashville, Tennessee, 37212, for purposes of notice hereunder; and, PETER WAGNER, a __________ _______ _______ _______ (“Wagner”), with an address of _____ ________ _______, ________ ___ _________, ______ _____, for purposes of notice hereunder. AREB and Wagner are sometimes referred to collectively herein as the “Parties”, and each individually as a “Party”.
AMENDMENT AGREEMENTAmendment Agreement • August 7th, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products
IN WITNESS WHEREOF, this Amendment has been duly executed by the Parties and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Amendment, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.
SPONSORSHIP AGREEMENTSponsorship Agreement • March 8th, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Indiana
THIS SPONSORSHIP AGREEMENT (“Agreement”) is made and entered into this 1st day of July, 2023 (“Effective Date”) between Tony Stewart Racing Nitro, LLC, d/b/a TSR NITRO (“Team”), and American Rebel Holdings, Inc. (“Sponsor”).
LOAN AGREEMENT THIS AGREEMENT made this 1st day of January 2024, by and among VGR IRREVOCABLE TRUST (“Lender”) and AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (“Borrower”). WHEREAS, Borrower desires to obtain loans from Lender to serve...Loan Agreement • January 5th, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Nevada
PUBLIC OFFERING SUBSCRIPTION AGREEMENT Shares of SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK of American Rebel Holdings, Inc.Subscription Agreement • March 8th, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Nevada
This Subscription Agreement relates to my/our agreement to purchase ________ shares of preferred stock, $0.001 par value per share (the “Shares”), to be issued by American Rebel Holdings, Inc., a Nevada corporation (the “Company”), for a purchase price of $[ ] per Share, for a total purchase price of $___________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the final offering circular for the sale of the Shares, dated [*], 2023 contained in the offering statement on Form 1-A declared “qualified” by the Securities and Exchange Commission (the “SEC”) on [ ], 2023 (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
MASTER BREWING AGREEMENTMaster Brewing Agreement • March 8th, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products
This Master Brewing Agreement (the “Agreement”) is effective August 9, 2023 (the “Effective Date”) by and between Associated Brewing Company, a Minnesota limited liability company with its principal place of business at 219 Little Canada Road, Suite 170, St. Paul, Minnesota 55117 (“ABC”), and American Rebel, Inc , a Nevada corporation with its principal place of business at 909 18th Avenue South, Ste A, Nashville, TN 37212 (“Brand Owner”).
WARRANTWarrant Agreement • November 1st, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Delaware
THIS WARRANT (the “Warrant”) certifies that, for value received, Alumni Capital LP or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 30th of October (the “Initial Issuance Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from American Rebel Holdings, Inc., a Nevada corporation (the “Company”), the Company’s Common Stock (“Warrant Shares”), in the amounts and the price per share as set forth in Section 2.
COMMON STOCK PURCHASE WARRANTWarrant Agreement • October 5th, 2021 • American Rebel Holdings Inc • Plastics products, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cavalry Fund I LP, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from American Rebel Holdings, Inc., a Nevada corporation (the “Company”), up to 15,333,333 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
EXCHANGE AND SETTLEMENT AGREEMENTExchange and Settlement Agreement • October 30th, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Nevada
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.
SECURITIES EXCHANGE AND AMENDMENT AGREEMENTSecurities Exchange Agreement • August 7th, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • November 24th, 2023 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of November, 2023 (the “Effective Date”), by and between American Rebel Holdings, Inc., a Nevada corporation (“American Rebel”), and Corey A. Lambrecht (“Lambrecht”).
