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”).
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”).
original issue discount SENIOR SECURED Convertible PROMISSORY NOTEAmerican Rebel Holdings Inc • October 5th, 2021 • 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”).
COMMON STOCK PURCHASE WARRANTAmerican Rebel Holdings Inc • October 5th, 2021 • 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.
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”).
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
