Form 8-K

8-K — AMERICAN REBEL HOLDINGS INC

Accession: 0001493152-26-034059

Filed: 2026-07-21

Period: 2026-06-25

CIK: 0001648087

SIC: 3490 (MISCELLANEOUS FABRICATED METAL PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

EX-10.7 (ex10-7.htm)

EX-10.8 (ex10-8.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex99-1_001.jpg)

GRAPHIC (ex99-1_002.jpg)

GRAPHIC (ex99-1_003.jpg)

GRAPHIC (ex99-1_004.jpg)

GRAPHIC (ex99-1_005.jpg)

GRAPHIC (ex99-1_006.jpg)

GRAPHIC (ex99-1_007.jpg)

GRAPHIC (ex99-1_008.jpg)

GRAPHIC (ex99-1_009.jpg)

GRAPHIC (ex99-1_010.jpg)

GRAPHIC (ex99-1_011.jpg)

GRAPHIC (ex99-1_012.jpg)

GRAPHIC (ex99-1_013.jpg)

GRAPHIC (ex99-1_014.jpg)

GRAPHIC (ex99-1_015.jpg)

GRAPHIC (ex99-1_016.jpg)

GRAPHIC (ex99-1_017.jpg)

GRAPHIC (ex99-1_018.jpg)

GRAPHIC (ex99-1_019.jpg)

GRAPHIC (ex99-1_020.jpg)

GRAPHIC (ex99-1_021.jpg)

GRAPHIC (ex99-1_022.jpg)

GRAPHIC (ex99-1_023.jpg)

GRAPHIC (ex99-1_024.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001648087

2026-06-25

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported) June 25, 2026

AMERICAN

REBEL HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-41267

47-3892903

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

218

3rd Avenue North,

#400

Nashville,

Tennessee

37201

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (833) 267-3235

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act: None

Indicate

by check mark whether the registrant is an emerging growth company as deﬁned in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised ﬁnancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

1800

Diagonal Note

July 6, 2026, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC (“1800”), pursuant

to which 1800 made a loan to the Company, evidenced by a promissory note in the principal amount of $124,200 (the “Note”).

An original issue discount of $16,200 and fees of $8,000 were applied on the issuance date, resulting in net loan proceeds to the Company

of $100,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in ten payments as follows:

Payment Date

Amount of Payment

December 30, 2026

$ 73,743.52

January 30, 2027

$ 8,193.72

February 28, 2027

$ 8,193.72

March 30, 2027

$ 8,193.72

April 30, 2027

$ 8,193.72

May 30, 2027

$ 8,193.72

June 30, 2027

$ 8,193.72

July 30, 2027

$ 8,193.72

August 30, 2027

$ 8,193.72

September 30, 2027

$ 8,193.72

total payback to 1800 of $147,487.00).

Upon

the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company

will be obligated to pay to 1800, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding

principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus

(y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts

owed to 1800 pursuant to the conversion rights referenced below.

Only

upon an occurrence of an event of default under the Note, 1800 may convert the outstanding unpaid principal amount of the Note into restricted

shares of common stock of the Company at a discount of 25% of the market price. 1800 agreed to limit the amount of stock received to

less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company

agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon

conversion of the Note at all times.

The

foregoing descriptions of the Note and the Securities Purchase Agreement and of all of the parties’ rights and obligations under

the Note and the Securities Purchase Agreement are qualified in its entirety by reference to the Note and the Securities Purchase Agreement,

copies of which are filed as Exhibits 10.1 and 10.2 respectively to this Current Report on Form 8-K, and of which are incorporated herein

by reference.

Streeterville

June 2025 Note Exchange Agreements

July 2 and 15, 2026, the Company entered into Exchange Agreements (the “Note Exchanges”) with Streeterville Capital, LLC.

The Company previously entered into that certain Secured Promissory Note (the “Note”), with an original issuance date of

June 26, 2025 in the principal amount of $5,470,000. Pursuant to the Note Exchanges, the Company and Streeterville agreed to partition

two new Secured Promissory Notes in the original principal amount of $175,000 and $155,000 (the “Partitioned Notes”) from

the Note and then cause the outstanding balance of the Note to be reduced by an amount equal to the initial outstanding balances of the

Partitioned Notes. Concurrently, the Partitioned Notes were exchanged for 652,254 and 1,000,000 shares, respectively, of the Company’s

common stock.

The

form of Note Exchange was identical for each exchange except for the Partitioned Note amounts and number of shares converted thereunder.

The

foregoing descriptions of the Note Exchanges are not a complete description of all of the parties’ rights and obligations under

the Note Exchanges, and are qualified in its entirety by reference to the Form Note Exchange Agreement, a copy of which was filed as

Exhibit 10.1 to the Current Report on Form 8-K filed on January 29, 2026.

Streeterville

Capital Note (DACA)

July 10, 2025, American Rebel Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase

Agreement”) with Streeterville Capital, LLC (“Lender”) pursuant to which the Company issued and sold to the Lender

a secured convertible promissory note in the original principal amount of $6,235,000 (the “Note”). The Note carries an original

issue discount of $565,000 and the Company agreed to pay $20,000 to the Lender to cover its legal fees, accounting costs, due diligence,

monitoring and other transaction costs, each of which were deducted from the proceeds of the Note received by the Company’s wholly-owned

subsidiary, Champion Safe Company, Inc. On the Closing Date Lender paid $650,000.00 to Champion Safe and $5,000,000.00 was sent to an

account at Lakeside Bank owned by the Company’s wholly-owned subsidiary, ARH Sub, LLC, a Utah limited liability company (“ARH

Sub”), to be held pursuant to an Amended and Restated Deposit Account Control Agreement (“DACA”).

Interest

under the Note accrues at a rate of 10% per annum. The unpaid amount of the Note, any interest, fees, charges and late fees are due twelve

months following the date of issuance. The Company may prepay all or any portion of the outstanding balance of the Note at a rate of

120% multiplied by the portion of the outstanding Note balance the Company wishes to prepay.

Each

time the outstanding balance of the Note is reduced (whether by repayment or otherwise) by at least $300,000.00, the Company will have

the right to cause the release from the deposit account of an amount equal to one-half (1/2) of such balance reduction amount (i.e.,

$150,000.00 for each $300,000.00 of the outstanding balance reduced). Any release of funds from the deposit account shall be effected

in accordance with the terms of the DACA.

The

Company’s obligations under the Note and the other transaction documents are secured by the DACA, a guaranty from the Company’s

subsidiaries: Champion Safe Company, Inc., Superior Safe Co., LLC, ARH Sub, LLC, Safe Guard Security Products LLC, and Champion Safe

de Mexico, S.A. de C.V. (the “Guaranty”) and a pledge (the “Pledge”) by the Company of all membership interest

in the subsidiaries (collectively, the “Security Agreements”).

any time following the occurrence of an Event of Default (as defined in the Note), the Lender may, upon prior written notice to the Company,

increase the outstanding balance of the Note by 15% for each occurrence (a “Trigger Effect”), provided that the Trigger Effect

may only be applied three times.

Following

the occurrence of any Event of Default, the Lender may, upon written notice to the Company, (i) accelerate the Note, with the outstanding

balance of the Note following application of the Trigger Effect (the “Mandatory Default Amount”) becoming immediately due

and payable in cash, and (ii) cause interest on the outstanding balance of the Note beginning on the date the applicable Event of Default

occurred to accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. Notwithstanding

the foregoing, upon the occurrence of certain Trigger Events related to bankruptcy or insolvency, immediately and without notice, an

Event of Default will be deemed to have occurred and the outstanding balance of the Note as of the date of the occurrence of such Bankruptcy-Related

Trigger Event will become immediately and automatically due and payable in cash at the Mandatory Default Amount.

Pursuant

to the terms of the Purchase Agreement, until all of the Company’s obligations under the Note and all other transaction documents

are paid and performed in full, the Company agreed to comply with certain covenants, including but not limited to the following: (i)

the Company agreed not to make any Restricted Issuances (as defined in the Purchase Agreement and described below) or grant any lien,

security interest or encumbrance, other than Permitted Liens (as defined in the Security Agreement) on any of its subsidiaries assets,

in each case without the Lender’s prior written consent, which consent may be granted or withheld in the Lender’s sole discretion,

and (ii) the Company agreed not to enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up,

restricts in any way or otherwise prohibits the Company from issuing Company securities to the Lender or any of the Lender’s affiliates.

Subject

to certain exceptions set forth in the Purchase Agreement, Restricted Issuances include the incurrence or guaranty of any debt obligations

other than trade payables in the ordinary course of business, the issuance of any securities that: (1) have or may have conversion rights

of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right

varies with the market price of the Company’s common stock, (2) are or may become convertible into the Company’s common stock

(including without limitation convertible debt, warrants or convertible preferred shares), with a conversion price that varies with the

market price of the Company’s common stock, even if such security only becomes convertible following an event of default, the passage

of time, or another trigger event or condition; (3) have a fixed conversion price, exercise price or exchange price that is subject to

being reset at some future date at any time after the initial issuance of such debt or equity security (A) due to a change in the market

price of the Company’s common stock since the date of the initial issuance, or (B) upon the occurrence of specified or contingent

events directly or indirectly related to the business of Company (including, without limitation, any “full ratchet” or “weighted

average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization,

non-cash dividend, stock split or other similar transaction); or (4) are issued in connection with a Section 3(a)(9) exchange, a Section

3(a)(10) settlement, or any other similar settlement or exchange.

None

of the following will be considered Restricted Issuances: (i) current or future “at the market” facilities; (ii) direct offerings

of common stock or warrants provided that such offerings do not contain any variable pricing terms exceeding a 25% discount to the market

price of the Common Shares; (iii) unsecured promissory notes issued to 1800 Diagonal Lending, LLC, provided that the aggregate outstanding

principal amount owed by the Company to 1800 Diagonal Lending, LLC does not exceed $850,000 at any time after giving effect to the issuance

of such promissory note(s); (iv) issuances of Common Shares to Silverback Capital Corporation pursuant to Section 3(a)(10) settlement

agreements; (v) a commercially reasonable working capital line for American Rebel Beverages, LLC to be primarily used for inventory purchases

up to $1,500,000.00; (vi) any Regulation Crowdfunding offering by American Rebel Licensing NIL I, Inc. conducted through DealMaker or

any successor platform; and (vii) any Regulation A offering by Company with Digital Offering Inc., Nant Global Finance Inc., or any successor

placement, marketing, technology or administrative provider.

The

foregoing description of the Note, the Purchase Agreement, the DACA, the Guaranty, the Security Agreement and the Pledge does not purport

to be complete and is qualified in its entirety by reference to the full text of the Note, the Purchase Agreement, the Guaranty, the

Security Agreement, and the Pledge, copies of which are filed as Exhibits 4.4, 10.3, 10.4, 10.5, 10.6 and 10.7 to this report, respectively,

and are incorporated herein by reference.

Agile

Exchange and Settlement Agreement

July 13, 2026, the Company entered into an Exchange and Settlement Agreement (the “Securities Exchange Agreement”) with Agile

Capital Funding, LLC (“Agile”).

The

Company previously entered into that certain Business Loan and Security Agreement (the “Loan Agreement”), pursuant to which

Agile extended a term loan to the Company in an original principal amount of $787,500 dated December 4, 2025.

Pursuant

to the Securities Exchange Agreement, AREB and Agile exchanged all amounts due pursuant to the Loan Agreement for 1,069,710 shares of

the Company’s common stock (the “Conversion Shares”), valued at $0.1725 per share.

Upon

consummation of the exchange, the Loan Agreement, the eleven payments totaling $184,525 set forth in the Securities Exchange Agreement

are fully satisfied.

The

Securities Exchange Agreement included representations, warranties and covenants by the Company and Agile that are customary for a transaction

of this type.

The

foregoing description of the Securities Exchange Agreement is not a complete description of all of the parties’ rights and obligations

under the Securities Exchange Agreement, and is qualified in its entirety by reference to the Securities Exchange Agreement, a copy of

which is filed as Exhibit 10.8 to this Current Report on Form 8-K.

Item

2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

June 25, 2026, the Company authorized the issuance of 188,500 shares of common stock to Corey Lambrecht, the Company’s President,

COO and a director, upon the conversion of 377 shares of Series A Convertible Preferred Stock.

June 29, 2026, Silverback Capital Corporation (“SCC”) requested the issuance of 1,350,000 shares of Common Stock to SCC,

representing a payment of approximately $72,900.

July 2, 2026, the Company issued Streeterville 652,254 shares of common stock pursuant to the Note Exchange set forth in Item 1.01 above

at a per share price of $0.2683.

July 13, 2026, the Company issued Agile 1,069,710 shares of common stock pursuant to the Securities Exchange Agreement set forth in Item

1.01 above.

July 15, 2026, the Company issued Streeterville 1,000,000 shares of common stock pursuant to the Note Exchange set forth in Item 1.01

above at a per share price of $0.155.

July 15, 2026, SCC requested the issuance of 1,000,000 shares of Common Stock to SCC, representing a payment of approximately $113,800.

July 20, 2026, 1800 Diagonal Lending LLC converted $40,000 of the principal amount owed under the January 15, 2026 promissory note into

352,035 shares of common stock at aper share price of $0.113625.

All

of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), and/or Regulation D of the Securities

Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made

by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities

as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the

securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.

Item

7.01 Regulation FD Disclosure.

Furnished

as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference is the investor presentation that the Registrant has prepared

for use at investor presentations.

The

presentation contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements

are necessarily based on certain assumptions and are subject to significant risks and uncertainties. These forward-looking statements

are based on management’s expectations as of the date hereof. The Registrant does not undertake any responsibility for the adequacy,

accuracy or completeness or to update any of these statements in the future. Actual future performance and results could differ from

that contained in or suggested by these forward-looking statements.

The

information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated

by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof,

except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report on Form 8-K in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

4.1

Streeterville Capital Secured Convertible Promissory Note dated July 10, 2025

10.1

1800 Diagonal Note dated July 6, 2026

10.2

1800 Diagonal Securities Purchase Agreement dated July 6, 2026

10.3

Streeterville Capital Securities Purchase Agreement dated July 10, 2025

10.4

Streeterville Capital DACA dated July 10, 2025

10.5

Streeterville Capital Guaranty dated July 10, 2025

10.6

Streeterville Capital Security Agreement dated July 10, 2025

10.7

Streeterville Capital Pledge Agreement dated July 10, 2025

10.8

Agile Exchange and Settlement Agreement dated July 13, 2026

99.1

American Rebel Presentation dated July 7, 2027

104

Cover

Page Interactive Data File

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

AMERICAN

REBEL HOLDINGS, INC.

Date:

July 21, 2026

By:

/s/

Charles A. Ross, Jr.

Charles

A. Ross, Jr.

Chief

Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

SECURED

CONVERTIBLE PROMISSORY NOTE

Effective Date: July 10, 2026

U.S. $6,235,000.00

FOR

VALUE RECEIVED, American Rebel Holdings, Inc., a Nevada corporation (“Borrower”),

promises to pay to Streeterville Capital, LLC, a Utah limited liability company (“Lender”),

$6,235,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twelve (12) months after the Purchase

Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding

Balance at the rate of ten percent (10%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations

hereunder shall be computed based on a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be

payable in accordance with the terms of this Note. This Secured Convertible Promissory Note (this “Note”) is issued

and made effective as of July 10, 2026 (the “Effective Date”). This Note is issued pursuant to that certain Securities

Purchase Agreement dated July 10, 2026 between Lender and Borrower (the “Purchase Agreement”). Certain capitalized

terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.

This

Note carries an original issue discount of $565,000.00 (the “OID”). In addition, Borrower agrees to pay $20,000.00

to Lender to cover Lender’s legal fees, accounting costs, due diligence, monitoring, and other transaction costs incurred in connection

with the purchase and sale of this Note (the “Transaction Expense Amount”). The OID and Transaction Expense Amount

are included in the initial principal balance of this Note and is deemed to be fully earned and non-refundable as of the Purchase Price

Date. The purchase price for this Note shall be $5,650,000.00 (the “Purchase Price”), computed as follows: $6,235,000.00

original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by Lender by wire

transfer of immediately available funds in accordance with the Purchase Agreement.

Payment; Prepayment.

1.1.

Payment. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined

below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments

shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest,

and thereafter, to (d) principal.

1.2.

Prepayment. Notwithstanding the foregoing, with ten (10) Trading Days’ prior written notice, Borrower may prepay all or

any portion of the Outstanding Balance (less such portion of the Outstanding Balance for which Borrower has received a Conversion Notice

(as defined below) from Lender where the applicable Conversion Shares have not yet been delivered). For the avoidance of doubt, during

the ten (10) Trading Day prepayment notice period Lender shall retain the right to submit Conversion Notices, if applicable. If Borrower

exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 120% multiplied by the portion

of the Outstanding Balance Borrower elects to prepay. Borrower will lose the right to prepay this Note if: (a) an Event of Default (as

defined below) occurs hereunder; or (b) Borrower elects to prepay this Note and fails to do so on the date set forth in the prepayment

notice sent to Lender.

Security. This Note is secured by the collateral set forth in the DACA (as defined in the Purchase Agreement), the Guaranty (as

defined in the Purchase Agreement), the Security Agreement (as defined in the Purchase Agreement), and the Pledge Agreement (as defined

in the Purchase Agreement).

Conversions. Lender has the right at any time beginning on the Purchase Price Date until the Outstanding Balance has been paid

in full, at its election, to convert (each instance of conversion is referred to herein as a “Conversion”) all or

any portion of the Outstanding Balance into fully paid and non-assessable Common Shares (“Conversion Shares”) as per

the following conversion formula: the number of Conversion Shares equals the amount of the Outstanding Balance being converted (the “Conversion

Amount”) divided by the Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a “Conversion

Notice”) may be effectively delivered to Borrower by any method set forth in the “Notices” section of the Purchase

Agreement, and all Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Conversion Shares

from any Conversion to Lender in accordance with Section 8 below.

Events of Default and Remedies.

4.1.

Events of Default. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower

fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other

similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for

twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to

pay, or admits in writing its inability to pay, its debts as they become due; (d) Borrower makes a general assignment for the benefit

of creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an

involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) Borrower fails to timely establish and maintain the Share

Reserve (as defined in the Purchase Agreement); (h) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase

Agreement; (i) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (j) the Common Shares are not

listed or quoted for trading on NYSE, NYSE American, Nasdaq, OTCQX, OTCQB, OTCID, or Pink Limited; (k) trading in Company’s Common

Shares is suspended, halted, chilled, frozen, reaches zero bid or otherwise ceases trading on Company’s principal trading market;

(l) Borrower fails to deliver any Conversion Shares in accordance with the terms hereof for any reason; (m) Borrower or any pledgor,

trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement

of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase

Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; (n) any representation,

warranty or other statement made or furnished by or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender

herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading

in any material respect when made or furnished; (o) Borrower effectuates a reverse split, ratio change or other similar event with respect

to its Common Shares without twenty (20) Trading Days prior written notice to Lender; (p) any money judgment, writ or similar process

is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $100,000.00,

and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; (q)

a non-management supported preliminary proxy is filed against Borrower; (r) Borrower fails to be DWAC Eligible; or (s) Borrower, any

subsidiary of Borrower, or any pledgor, trustor, or guarantor of this Note breaches any covenant or other term or condition contained

in any Other Agreements.

4.2.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this

Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default

Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its option, elect

to increase the Outstanding Balance by applying the Default Effect (subject to the limitation set forth below) via written notice to

Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall be increased as of the date of the

occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding Balance shall not be immediately due

and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply the Default Effect pursuant to this sentence,

it shall reserve the right to declare the Outstanding Balance immediately due and payable at any time and no such election by Lender

shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately due and payable as set forth herein unless

otherwise agreed to by Lender in writing). Lender may only apply the Default Effect up to three (3) separate times. Notwithstanding the

foregoing, upon the occurrence of any Event of Default described in clauses (b) – (f) of Section 4.1, an Event of Default will

be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Event of Default shall become immediately

and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Event

of Default to become an Event of Default. At any time following the occurrence of any Event of Default, upon written notice given by

Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at

an interest rate equal to the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law (“Default

Interest”). For the avoidance of doubt, Lender may continue making Conversions at any time following an Event of Default or

Event of Default until such time as the Outstanding Balance is paid in full. In connection with acceleration described herein, Lender

need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately

and without expiration of any grace period enforce all its rights and remedies hereunder and all other remedies available to it under

applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have

all rights as a holder of the Note until such time, if any, as Lender receives full payment of this Note. No such rescission or annulment

shall affect any subsequent Event of Default or Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s

right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance

and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Note as

required pursuant to the terms hereof.

Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding, and enforceable

obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now

has or may have hereafter against Lender, its successors, and assigns, and agrees to make the payments or Conversions called for herein

in accordance with the terms of this Note.

Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting

the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent

to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit

a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

Rights Upon Issuance of Securities. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date

subdivides (by any stock split, stock dividend, recapitalization, or otherwise) one or more classes of its outstanding Common Shares

into a greater number of Common Shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately

reduced. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date combines (by combination, reverse

stock split, or otherwise) one or more classes of its outstanding Common Shares into a smaller number of Common Shares, the Conversion

Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7 shall

become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under

this Section 7 occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price

shall be adjusted appropriately to reflect such event.

Method of Conversion Share Delivery. On or before the close of business on the second (2nd) Trading Day following the

date of delivery of a Conversion Notice (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such

time and such Conversion Shares are eligible for delivery via DWAC, deliver or cause its transfer agent to issue and deliver the applicable

Conversion Shares electronically via DWAC to the account designated by Lender in the applicable Conversion Notice. If Borrower is not

DWAC Eligible or such Conversion Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated

in the Conversion Notice), via reputable overnight courier, a certificate representing the number of Common Shares equal to the number

of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance of doubt,

Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has

actually received the certificate representing the applicable Conversion Shares no later than the close of business on the relevant Delivery

Date pursuant to the terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction

Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares without a restrictive securities legend

to Lender on grounds that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”),

Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender with a restricted securities

legend, but otherwise in accordance with the provisions of this Section 8. In conjunction therewith, Borrower will also deliver to Lender

a written explanation from its counsel or its transfer agent’s counsel opining as to why the issuance of the applicable Conversion

Shares violates Rule 144.

Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in Section 8, Lender

may at any time prior to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a corresponding

increase to the Outstanding Balance (any returned amount will tack back to the Purchase Price Date for purposes of determining the holding

period under Rule 144). In addition, for each Conversion, in the event that Conversion Shares are not delivered by the Delivery Date,

a late fee equal to 2% of the applicable Conversion Share Value rounded to the nearest multiple of $100.00 but with a floor of $500.00

per day (but in any event the cumulative amount of such late fees for each Conversion shall not exceed 200% of the applicable Conversion

Share Value) will be assessed for each day after the Delivery Date until Conversion Share delivery is made; and such late fees will be

added to the Outstanding Balance (such fees, the “Conversion Delay Late Fees”).

10.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower

shall not effect any conversion of this Note to the extent that after giving effect to such conversion would cause Lender (together with

its affiliates) to beneficially own a number of Common Shares exceeding 9.99% of the number of Common Shares outstanding on such date

(including for such purpose the Common Shares issuable upon such issuance) (the “Maximum Percentage”). For purposes

of this section, beneficial ownership of Common Shares will be determined pursuant to Section 13(d) of the 1934 Act. The Maximum Percentage

is enforceable, unconditional, and non-waivable and shall apply to all affiliates and assigns of Lender.

11.

Opinion of Counsel. If an opinion of counsel is needed for any Conversion under this Note, Lender has the right to have any such

opinion provided by its counsel.

12.

Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect

to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the

application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine

the proper venue for any disputes are incorporated herein by this reference.

13.

Arbitration of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions

(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.

14.

Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically

be deemed canceled, and shall not be reissued.

15.

Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.

16.

Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any Conversion Shares

issued upon conversion of this Note may be offered, sold, assigned, or transferred by Lender without the consent of Borrower, so long

as such transfer is in accordance with applicable federal and state securities laws.

17.

Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given

in accordance with the subsection of the Purchase Agreement titled “Notices.”

18.

Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of

this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’

inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender

and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but

instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s expectations

that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule

144). Therefore, no additional penalty claims, lost profits or liquidated damages shall be claimed more than agreed liquidated damage

amounts under this Note.

19.

Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to fully achieve

the objective of Borrower and Lender permitted by law and the balance of this Note shall remain in full force and effect.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.

BORROWER:

American Rebel

Holdings, Inc.

By:

/s/ Charles A. Ross, Jr.

Charles A. Ross, Jr., Chief Executive Officer

ACKNOWLEDGED, ACCEPTED AND AGREED:

LENDER:

Streeterville

Capital, LLC

By:

/s/ John M. Fife

John M. Fife, President

[Signature

Page to Secured Convertible Promissory Note]

ATTACHMENT

DEFINITIONS

For

purposes of this Note, the following terms shall have the following meanings:

A1.

“Common Shares” means Borrower’s shares of common stock, $0.001 par value per share.

A2.

“Conversion Price” means 80% of the lowest closing trade price of the Common Shares during the ten (10) Trading Day

period immediately preceding the applicable measurement date.

A3.

“Conversion Share Value” means the product of the number of Conversion Shares deliverable pursuant to any Conversion

Notice multiplied by the daily VWAP of the Common Shares on the Delivery Date for such Conversion.

A4.

“Default Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default occurred

by fifteen percent (15%) and then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default

occurred, with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event of

Default occurred. The Default Effect may only be applied up to three (3) times for the occurrence of up to three (3) separate Events

of Default.

A5.

“DTC” means the Depository Trust Company or any successor thereto.

A6.

“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.

A7.

“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.

A8.

“DWAC Eligible” means that (a) Borrower’s Common Shares are eligible at DTC for full services pursuant to DTC’s

operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved (without

revocation) by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program;

(d) the Conversion Shares are otherwise eligible for delivery via DWAC; and (e) Borrower’s transfer agent does not have a policy

prohibiting or limiting delivery of the Conversion Shares via DWAC.

A9.

“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in

one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving

corporation) any other person or entity, (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related

transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties

or assets to any other person or entity, (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related

transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than

50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or

persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange

offer), (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock

or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off

or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding

shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making

or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement

or other business combination), (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

reorganize, recapitalize or reclassify the Common Shares or Common Shares, other than an increase in the number of authorized shares

of Borrower’s Common Shares or Common Shares, (vi) Borrower transfers any material asset to any subsidiary, affiliate, person or

entity under common ownership or control with Borrower, or (vii) Borrower pays or makes any monetary or non-monetary dividend or distribution

to its shareholders; or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and

14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as

defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued

and outstanding voting stock of Borrower. For the avoidance of doubt, Borrower or any if its subsidiaries entering into a definitive

agreement that contemplates a Fundamental Transaction will be deemed to be a Fundamental Transaction unless such agreement contains a

closing condition that this Note is repaid in full upon consummation of the transaction.

Attachment

1 to Secured Convertible Promissory Note, Page 1

A10.

“Mandatory Default Amount” means the Outstanding Balance following the application of the Default Effect.

A11.

“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by

Borrower (or a subsidiary), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material

agreement that affects Borrower’s ongoing business operations.

A12.

“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case

may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, plus the Transaction Expense Amount,

plus accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp,

issuance and similar taxes and fees related to Conversions, and any other fees or charges (including without limitation Conversion Delay

Late Fees) incurred under this Note.

A13.

“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.

A14.

“SEC” means the United States Securities and Exchange Commission.

A15.

“Trading Day” means any day on which Nasdaq (or such other principal market for the Common Shares) is open for trading.

For the avoidance doubt, Trading Day means all trades occurring on a given calendar day, including pre- and post-market trading on such

day.

A16.

“VWAP” means the volume weighted average price of the Common Shares on the principal market for a particular Trading

Day or set of Trading Days, as the case may be, as reported by Bloomberg.

[Remainder

of page intentionally left blank]

Attachment

1 to Secured Convertible Promissory Note, Page 2

EXHIBIT

CONVERSION

NOTICE

Streeterville

Capital, LLC (“Lender”) hereby gives notice to American Rebel Holdings, Inc. (the “Borrower”),

pursuant to that certain Secured Convertible Promissory Note made by Borrower in favor of Lender on July 10, 2026 (the “Note”),

that Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable Common Shares of Borrower

as of the date of conversion specified below. Said conversion shall be based on the Conversion Price set forth below. In the event of

a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its

sole discretion, Lender may provide a new form of Conversion Notice to conform to the Note. Capitalized terms used in this notice without

definition shall have the meanings given to them in the Note.

Date of Conversion: ____________

Conversion #: ____________

Conversion Amount: ____________

Conversion Price: _______________

Conversion Shares: _______________ (C divided by D)

Remaining Outstanding Balance of Note: ____________*

Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined in

the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Conversion Notice and

such Transaction Documents.

Please

transfer the Conversion Shares electronically (via DWAC) to the following account:

Broker:

Address:

DTC#:

Account #:

Account Name:

Lender:

Streeterville

Capital, LLC

By:

John M. Fife, President

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit 10.1

THE

ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A)

AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH

COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE

ISSUE PRICE OF THIS NOTE IS $124,200.00

THE

ORIGINAL ISSUE DISCOUNT IS $16,200.00

Principal Amount: $124,200.00

Issue Date: July 6, 2026

Purchase

Price: $108,000.00

PROMISSORY

NOTE

FOR

VALUE RECEIVED, AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (hereinafter called the “Borrower”), hereby

promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”)

the sum of $124,200.00 together with any interest as set forth herein, on September 30, 2027 (the “Maturity Date”), and to

pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note

may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note

which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the

same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.001 par

value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States

of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance

with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto

in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase

Agreement”).

This

Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive

rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The

following terms shall apply to this Note:

Article

I. GENERAL TERMS

1.1 Interest.

A one-time interest charge of 18.75% shall be applied on the Issuance Date to the principal amount ($124,200.00 * fifteen percent (15%)

(the “Interest Rate”) over 15 months) = $23,287.00). Interest hereunder shall be paid as set forth herein to the Holder or

its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash

or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory

Monthly Payments. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in ten (10) payments as

follows:

Payment

Date

Amount

of Payment

December

30, 2026

$73,743.52

January

30, 2027

8,193.72

February

28, 2027

8,193.72

March

30, 2027

8,193.72

April

30, 2027

8,193.72

May

30, 2027

8,193.72

June

30, 2027

8,193.72

July

30, 2027

8,193.72

August

30, 2027

8,193.72

September

30, 2027

8,193.72

total payback to the Holder of $147,487.00).

The

Company shall have a five (5) day grace period with respect to each payment. The Company has right to prepay in full at any time with

no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit

A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

1.3 Prepayment

Discount. Notwithstanding anything to the contrary contained in this Note, at any time during the period set forth on the table immediately

following this paragraph (the “Prepayment Period”) or as otherwise agreed to between the Borrower and the Holder, the Borrower

shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the

outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.3. Any notice of prepayment hereunder (an

“Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1)

that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading

Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”),

the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as

specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business

day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to

the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following

this paragraph opposite the Prepayment Period, multiplied by the sum of the then outstanding principal amount of this Note plus

any accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date (the “Optional Prepayment

Amount”).

Prepayment

Period

Prepayment

Percentage

The

period beginning on the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.

95%

Article

II. CERTAIN COVENANTS

2.1 Sale

of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s

written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any

consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition subject to any requirements

by the Borrower’s senior secured lender.

Article

III. EVENTS OF DEFAULT

any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure

to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether

at maturity, upon acceleration or otherwise and such breach continues for a period of five (5) days after written notice from the Holder.

3.2 Conversion

and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will

not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of

this Note (following an Event of Default other than this Section 3.2), fails to transfer or cause its transfer agent to transfer (issue)

(electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise

pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs,

and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of

Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails

to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive

legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to

the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement,

statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue

uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3)

business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in

its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered

or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds

to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder

within forty-eight (48) hours of a demand from the Holder.

3.3 Breach

of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral

documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written

notice thereof to the Borrower from the Holder.

3.4 Breach

of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate

given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or

misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect

on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.5 Receiver

or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or

consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver

or trustee shall otherwise be appointed.

3.6 Bankruptcy.

Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any

bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.7 Delisting

of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically

includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market,

the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

3.8 Failure

to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the

Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.9 Liquidation.

Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10 Cessation

of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as

such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”

shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11 Financial

Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days

after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by

comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect

to this Note or the Purchase Agreement.

3.12

Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide,

prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered

pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved

Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.13 Cross-Default.

Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the

Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice

and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which

event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this

Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively,

all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of

the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include

the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction

and with all other existing and future debt of Borrower to the Holder. .

Upon

the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Borrower

shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150% (“Default Percentage”)

times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on

the unpaid principal amount of this Note to the date of payment plus (y) Default Interest, if any, on the amounts referred to

in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Article IV hereof (the then outstanding principal

amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known

as the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand,

presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and

expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity. Notwithstanding

anything to the contrary contained herein, in the event that following an Event of Default (other than Section 3.2), a default pursuant

to Section 3.2 occurs, the Default Percentage shall be immediately adjusted to 200%.

the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then

the Holder shall have the right at any time, to convert the balance owed pursuant to the note including the Default Amount into shares

of common stock of the Company as set forth herein.

Article

IV. CONVERSION RIGHTS

4.1

Conversion Right. Immediately following the last of the following to occur, (i) the date which is one hundred eighty (180) days

following the date hereof; and (ii) the occurrence of an Event of Default, the Holder shall have the right, to convert all or any part

of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists

on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be

changed or reclassified at the conversion price determined as provided herein (a “Conversion”); provided, however,

that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion

of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of

Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised

or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations

contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect

to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more

than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership

shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations

on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon

each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price

then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit B(the “Notice of Conversion”),

delivered to the Borrower by the Holder in accordance with Section 4.4 below; provided that the Notice of Conversion is submitted by

facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New

York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm,

New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect

to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at

the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note

to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately

preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 4.4

hereof. The Holder shall be entitled to deduct $1,500.00 from the conversion amount in each Notice of Conversion to cover Holder’s

deposit fees associated with each Notice of Conversion. Any additional expenses incurred by Holder with respect to the Borrower’s

transfer agent, for the issuance of the Common Stock into which this Note is convertible into, shall immediately and automatically be

added to the balance of the Note at such time as the expenses are incurred by Holder.

4.2 Conversion

Price. The Conversion Price shall mean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%)(subject

to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities

or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and

similar events). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10)

Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any

security as of any date, the closing bid price on the or applicable exchange or trading market (the “Trading Market”) as

reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the Trading

Market is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange

or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing

manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”.

If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the

fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which

the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day”

shall mean any day on which the Common Stock is tradable for any period on the Trading Market, or on the principal securities exchange

or other securities market on which the Common Stock is then being traded.

4.3 Authorized

Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from its authorized

and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon

the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized

and reserved four times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price

of the Note in effect from time to time)(the “Reserved Amount”). The Reserved Amount shall be increased (or decreased) from

time to time (and in the case of each payment received by the Holder hereunder) in accordance with the Borrower’s obligations hereunder.

The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition,

if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common

Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper

provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive

rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to

issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute

full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary

certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If,

at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method

of Conversion.

(a) Mechanics

of Conversion. As set forth in Section 4.1 hereof, at any time following an Event of Default, and during the continuation thereof,

the balance due pursuant to this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue

Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched

on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 4.4(b), surrendering this Note at the

principal office of the Borrower (upon payment in full of any amounts owed hereunder).

(b) Surrender

of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with

the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal

amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and

the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require

physical surrender of this Note upon each such conversion.

of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable

means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 4.4, the Borrower

shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable

upon such conversion within three (3) business days after such receipt subject to the terms hereof and applicable rules of the Principal

Market (as defined hereinbelow) (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount

hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice

of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding

principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless

the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith

terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion.

If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates

for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any

waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the

same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim,

recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective

of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

(d) Delivery

of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion,

provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”)

program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts

to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account

of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system.

(e) Failure

to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including

actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note

is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in

cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”);

provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and

not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common

Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the

option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall

be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note

and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees

that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference

with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages

provision contained in this Section 4.4(e) are justified.

4.5

Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless:

(i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall

have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel

in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption

from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate”

(as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 4.5

and who is an Accredited Investor (as defined in the Purchase Agreement).

Any

restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the

Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall

have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable

transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which

opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon

conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the

Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the

opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such

as Rule 144), it will be considered an Event of Default pursuant to this Note.

4.6 Effect

of Certain Events.

(a) Effect

of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the

assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of

the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into

any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined

in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to

such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation,

limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment

Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the

Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result

of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes

of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets

of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter

have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu

of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would

have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without

regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to

the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions

for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable,

as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower

shall not affect any transaction described in this Section 4.6(b) unless (a) it first gives, to the extent practicable, ten (10) days

prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders

to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization,

reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b)

the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above

provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges. The Conversion Price shall

not be affected by a reserve stock split of the Company’s common stock.

Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders

of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to

the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off))

(a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record

for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the

Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common

Stock on the record date for the determination of shareholders entitled to such Distribution.

Article

V. Miscellaneous

5.1 Failure

or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive

of, any rights or remedies otherwise available.

5.2 Notices.

All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,

unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt

requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,

telegram, or electronic mail, addressed as set forth below or to such other address as such party shall have specified most recently

by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand

delivery or delivery by electronic mail, at the address or number designated below (if delivered on a business day during normal business

hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business

day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing

by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

The addresses for such communications shall be:

to the Borrower, to:

AMERICAN

REBEL HOLDINGS, INC.

218

3rd Avenue North, #400

Nashville,

TN 37201

Attn:

Charles A. Ross, Jr., Chief Executive Officer

Email:

andy@americanrebel.com

to the Holder:

1800

DIAGONAL LENDING LLC

1800

Diagonal Road, Suite 623

Alexandria

VA 22314

Attn.:

Curt Kramer, President

Email:

ckramer6@bloomberg.net

5.3 Amendments.

This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note”

and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the

Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

5.4 Assignability.

This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its

successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities

and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection

with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

5.5 Cost

of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including

reasonable attorneys’ fees.

5.6 Governing

Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles

of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall

be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for

the Eastern District of Virginia. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action

instituted hereunder and shall not assert any objection or defense based on lack of jurisdiction or venue or based upon forum non

conveniens. The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower its reasonable

attorney’s fees and costs incurred in connection with or related to any Event of Default by the Company, as defined in Article

III hereof. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable

under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith

and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable

under any law shall not affect the validity or enforceability of any other provision hereof or any agreement delivered in connection

herewith. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or

proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy

thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for

notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof.

Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

5.7 Purchase

Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

5.8 Remedies.

The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the

intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach

of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the

provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition

to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to

enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security

being required.

WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on July 6, 2026

AMERICAN

REBEL HOLDINGS, INC.

By:

/s/

Charles A. Ross, Jr.

Charles

A. Ross, Jr.

Chief

Executive Officer

EXHIBIT

A – WIRE INSTRUCTIONS

[to

be provided]

EXHIBIT

B — NOTICE OF CONVERSION

The

undersigned hereby elects to convert $_________________ principal amount of the Note (defined below) into that number

of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below,

of AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (the “Borrower”) according to the conditions of the convertible note

of the Borrower dated as of July 6, 2026 (the “Note”), as of the date written below. No fee will be charged to the Holder

for any conversion, except for transfer taxes, if any.

Box

Checked as to applicable instructions:

[ ]

The Borrower shall electronically transmit the Common Stock

issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal

Agent Commission system (“DWAC Transfer”).

Name

of DTC Prime Broker:

Account

Number:

[ ]

The undersigned hereby requests that the Borrower issue a

certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation

attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Date

of conversion:

_____________

Applicable

Conversion Price:

$____________

Number

of shares of common stock to be issued

pursuant

to conversion of the Notes:

______________

Amount

of Principal Balance due remaining

under

the Note after this conversion:

______________

1800

DIAGONAL LENDING LLC

By:

Name:

Title:

Date:

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 6, 2026, by and between AMERICAN REBEL HOLDINGS,

INC., a Nevada corporation, with its address at 218 3rd Avenue North, #400, Nashville, TN 37201 (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”).

WHEREAS:

The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the

Securities Act of 1933, as amended (the “1933 Act”); and

Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory

note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $124,200.00 (including $16,200.00

of Original Issue Discount) (the “Note”) with additional tranches of financing during the next twelve (12) months of up to

$1,000,000.00 in the aggregate subject to further agreement by and between the Company and the Buyer; and

NOW

THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

Purchase and Sale of the Securities.

Purchase of the Securities. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer

agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Securities be issued

and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to

the Company, in accordance with the Company’s written wiring instructions, against delivery of the Securities, and (ii) the Company

shall deliver such duly executed Note on behalf of the Company against delivery of such Purchase Price.

Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below,

the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00

noon, Eastern Standard Time on or about July 6, 2026, or such other mutually agreed upon time. The closing of the transactions contemplated

by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion

of or otherwise pursuant to the Note (such shares of Common Stock being collectively referred to herein as the “Conversion Shares”

and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale

or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.

Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation

D (an “Accredited Investor”).

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions

from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth

and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the

Securities.

Information. The Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information

unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.

Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend

in substantially the following form:

“THE

SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS

(1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2)

THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY

ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED

WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

The

legend set forth above shall be removed and the Company shall issue a certificate without such legend to the Buyer of any Security upon

which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under

an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without

any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such Buyer provides

the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to

the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be

accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented

by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In

the event that the Company does not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided

by the Buyer with respect to the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline,

it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered

on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its

terms.

Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized,

validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate

and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated

and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which

the Company owns, directly or indirectly, any equity or other ownership interest.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement,

the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms

hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions

contemplated hereby and thereby (including without limitation, the issuance of the Note has been duly authorized by the Company’s

Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii)

this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative

is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith

and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each

of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance

with its terms.

Capitalization. As of the date hereof, the authorized common stock of the Company consists of 600,000,000

authorized shares of Common Stock, $0.001 par value per share, of which 19,654,164 shares are issued and outstanding. All of such outstanding

shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.

Issuance of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, will

be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof

and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability

upon the Buyer thereof.

No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company

of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Certificate

of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or

an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment,

acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries

is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities

laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable

to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected

(except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually

or in the aggregate, have a Material Adverse Effect). The businesses of the Company and its Subsidiaries, if any, are not being conducted,

and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental

entity. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition

or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements

or instruments to be entered into in connection herewith.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required

to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934

Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and documents (other than exhibits

to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). As a

result of the May 3, 2024 BF Borgers SEC action and the inability of BF Borgers to appear or practice before the SEC, all of the Company’s

financial statements, references and disclosures are specifically excluded from the definition of SEC Documents, the Company cannot rep

or warrant to any such financial statements. Upon written request the Company will deliver to the Buyer true and complete copies of the

SEC Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the

amendments, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of

the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC,

contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order

to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made

in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for the re-audit of the Company’s

financial statements for the years ended December 31, 2022 and 2023 and except for such statements as have been amended or updated in

subsequent filings prior the date hereof). The Company is subject to the reporting requirements of the 1934 Act.

Absence of Certain Changes. Since March 31, 2026, except as set forth in the SEC Documents, there has been no material adverse

change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results

of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation

before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company

or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in

their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances

which might give rise to any of the foregoing.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly

or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require

registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not

be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval

provisions applicable to the Company or its securities.

No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction

fees or similar payments relating to this Agreement or the transactions contemplated hereby.

No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement

will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment

Company”). The Company is not controlled by an Investment Company.

Breach of Representations and Warranties by the Company. If the Company breaches any of the material representations or warranties

set forth in this Section 3 which is continuing after the applicable cure period as set forth in the Note, if any, and in addition to

any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Article III of

the Note.

COVENANTS.

Reasonable Commercial Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions

described in Section 7 of this Agreement.

Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

[intentionally omitted].

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall

not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.

Breach of Covenants. If the Company breaches any of the material covenants set forth in this Section 4, and in addition to any

other remedies available to the Buyer pursuant to this Agreement which is continuing after the applicable cure period as set forth in

the Note, it will be considered an event of default under Article III of the Note.

Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting

requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

The Buyer is Not a “Dealer”. The Buyer and the Company hereby acknowledge and agree that the Buyer has not: (i) acted

as an underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market maker; or (iv) conducted

any other professional market activities such as providing investment advice, extending credit and lending securities in connection;

and thus that the Buyer is not a “Dealer” as such term is defined in the 1934 Act.

Trading Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the

Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with

respect to the common stock of the Company.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered

in the name of the Buyer or its nominee, for the shares underlying any conversion of the Note upon default of the Note (the “Conversion

Shares”) in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with

the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its

transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent

Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve

shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company

and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be

sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of

this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this

Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books

and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not

to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any

certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required

by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays,

and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof)

on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required

by the Note and/or this Agreement. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with

an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale

or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the

case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend,

in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder

will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the

Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the

event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition

to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing

economic loss and without any bond or other security being required.

Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities

to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto,

provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

The Buyer shall have executed this Agreement and delivered the same to the Company.

The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of

the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer

shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this

Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the

Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions

are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

The Company shall have executed this Agreement and delivered the same to the Buyer.

The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged

in writing by the Company’s Transfer Agent.

The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as

of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the

Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required

by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received

a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing

effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect

to the Board of Directors’ resolutions relating to the transactions contemplated hereby.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited

to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

Governing Law; Miscellaneous.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without

regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated

by this Agreement shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United

States District Court for the Eastern District of Virginia. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction

and venue of any action instituted hereunder and shall not assert any objection or defense based on lack of jurisdiction or venue or

based upon forum non conveniens. The Company and Buyer waive trial by jury. The Buyer shall be entitled to recover from the Company

its reasonable attorney’s fees and costs incurred in connection with or related to any Event of Default by the Company, as defined

in Article III of the Note. Each party hereby irrevocably waives personal service of process and consents to process being served in

any suit, action or proceeding in connection with this Agreement, the Note or any related document or agreement by mailing a copy thereof

via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices

to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing

contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of

which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered

to the other party.

Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation

of, this Agreement.

Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule

of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to

conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect

the validity or enforceability of any other provision hereof.

Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties

with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor

the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may

be waived or amended other than by an instrument in writing signed by each of the parties hereto.

Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be

in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,

return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted

by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most

recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a)

upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address

or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the

first business day following such delivery (if delivered other than on a business day during normal business hours where such notice

is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed

to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be

as set forth in the heading of this Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP,

111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com. Each

party shall provide notice to the other party of any change in address.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written

consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities

in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without

the consent of the Company.

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall

survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees

to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result

of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this

Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and

shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated

hereby.

No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express

their mutual intent, and no rules of strict construction will be applied against any party.

Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by

vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law

for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by

the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law

or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any

breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss

and without any bond or other security being required.

[THE

REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

AMERICAN REBEL HOLDINGS, INC.

By:

/s/

Charels A. Ross, Jr.

Charles A. Ross, Jr.

Chief Executive Officer

1800 DIAGONAL LENDING LLC

By:

/s/

Curt Kramer

President

Aggregate Principal Amount of

Note:

$ 124,200.00

Original Issue Discount

$ 16,200.00

Aggregate Purchase Price:

$ 108,000.00

EX-10.3

Filename: ex10-3.htm · Sequence: 5

Exhibit

10.3

Securities

Purchase Agreement

This

Securities Purchase Agreement (this “Agreement”),

dated as of July 10, 2026, is entered into by and between American Rebel Holdings, Inc., a

Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah

limited liability company, its successors and/or assigns (“Investor”).

A. Company

and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities

Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States

Securities and Exchange Commission (the “SEC”).

B. Investor

desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Secured Convertible

Promissory Note in the original principal amount of $6,235,000.00 in the form attached hereto as Exhibit A (the “Note”),

convertible into Company’s shares of common stock, $0.001 par value per share (the “Common Shares”).

C. This

Agreement, the Note, the DACA (as defined below), the Guaranty (as defined below), the Security Agreement (as defined below), the Pledge

Agreement (as defined below), the Funds Flow Memorandum (as defined below), and all other certificates, documents, agreements, resolutions

and instruments delivered to any party under or in connection with this Agreement, as the same may be amended from time to time, are

collectively referred to herein as the “Transaction Documents”.

D. For

purposes of this Agreement: “Conversion Shares” means all Common Shares issuable upon conversion of all or any portion

of the Note; and “Securities” means the Note and the Conversion Shares.

NOW,

THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, Company and Investor hereby agree as follows:

1. Purchase

and Sale of Securities.

1.1. Note.

Subject to the terms and conditions set forth herein, Company shall issue and sell to Investor and Investor shall purchase from Company

the Note. In consideration thereof, Investor shall pay the Purchase Price (as defined below) to Company.

1.2. Form

of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price (as defined below) to Company via wire

transfer of immediately available funds against delivery of the Note as follows: (i) $650,000.00 of the Purchase Price will be sent to

Company’s wholly-owned subsidiary Champion Safe Company, Inc., a Utah corporation (“Champion Safe”) in accordance

with a Funds Flow Memorandum signed by Company in substantially the form attached hereto as Exhibit B (the “Funds Flow

Memorandum”); and (ii) $5,000,000.00 of the Purchase Price (less the Transaction Expense Amount (as defined below)) will be

sent to the Deposit Account (as defined below) at Lakeside Bank, an Illinois banking corporation (“Bank”), owned and

controlled by Company’s wholly-owned subsidiary, ARH Sub, LLC, a Utah limited liability company (“ARH Sub”)

in accordance with the Fund Flow Memorandum.

1.3. Closing

Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the date of the

issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be July 10, 2026 or a mutually

agreed upon date. The closing of the issuance of the Note (the “Closing”) shall occur on the Closing Date by means

of the exchange of electronic signatures, but shall be deemed for all purposes to have occurred at the offices of Capital Law Partners

PLLC in Lehi, Utah.

1.4. Purchase

Price. The Note includes an original issue discount of $565,000.00 (the “OID”). In addition, Company agrees to

pay $20,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs

incurred in connection with the purchase and sale of the Securities (the “Transaction Expense Amount”). The OID and

the Transaction Expense Amount will be included in the initial principal balance of the Note. The “Purchase Price”,

therefore, shall be $5,650,000.00, computed as follows: $6,235,000.00 initial principal balance, less the OID, less the Transaction Expense

Amount.

1.5. DACA.

The Note will be secured by the Deposit Account pursuant to a Deposit Account Control Agreement among ARH Sub, Bank, and Investor, in

substantially the form attached hereto as Exhibit C (the “DACA”). The “Deposit Account”

means the deposit account opened by ARH Sub at the Bank and described in the DACA, into which $5,000,000.00 of the Purchase Price will

be deposited at Closing as provided in Section 1.2 above. Releases of funds from the Deposit Account shall be governed by Section 1.7

below and effected in accordance with the terms of the DACA.

1.6. Collateral

for the Note. In addition to the DACA, Company’s obligations under the Note will be secured by: (i) a Guaranty in substantially

the form attached hereto as Exhibit D (the “Guaranty”), to be executed by Champion Safe, ARH Sub, Superior

Safe Co., LLC, a Utah limited liability company (“Superior Safe”), Safe Guard Security Products LLC, a Utah limited

liability company (“Safe Guard”), and Champion Safe de Mexico, S.A. de C.V., a Mexican business entity (“Champion

Mexico”, and together with Champion Safe, ARH Sub, Superior Safe, and Safe Guard, the “Subsidiaries”; and

each individually, a “Subsidiary”); (ii) that certain Security Agreement dated September 10, 2025 by and among Investor,

Company and certain of the Subsidiaries attached hereto as Exhibit E (the “Security Agreement”); and (iii)

a Pledge Agreement executed by Company and the Subsidiaries in substantially the form attached hereto as Exhibit F.

1.7. Release

of Deposit Account Funds. Each time the Outstanding Balance (as defined in the Note) of the Note is reduced (whether by repayment

or otherwise) by at least $300,000.00, Company will have the right to cause the release from the Deposit Account of an amount equal to

one-half (1/2) of such balance reduction amount (i.e., $150,000.00 for each $300,000.00 of the Outstanding Balance reduced). Any release

of funds from the Deposit Account shall be effected in accordance with the terms of the DACA.

2. Investor’s

Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been

duly and validly authorized by Investor; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance

with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of

the 1933 Act.

3. Company’s

Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date: (i) Company is a company

duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate

power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified to do business and is

in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary;

(iii) Company has registered its Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934

Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction

Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions

have been taken; (v) this Agreement and the other Transaction Documents have been duly executed and delivered by Company and constitute

the valid and binding obligations of Company enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction

Documents by Company, the issuance of the Securities in accordance with the terms hereof, and the consummation by Company of the other

transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the

terms or provisions of, or constitute a default under (a) Company’s formation documents, as currently in effect, or other applicable

organizational documents, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a

party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common

Shares, or (c) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States

federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any

of Company’s properties or assets; (vii) except as have been obtained prior to the Closing, no further authorization, approval

or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders

or any lender of Company is required to be obtained by Company for the issuance of the Securities to Investor or the entering into of

the Transaction Documents; (viii) none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement

of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein,

in light of the circumstances under which they were made, not misleading; (ix) Company has filed all reports, schedules, forms, statements

and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension

of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such

extension; (x) there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or,

to the knowledge of Company, threatened against or affecting Company or any Subsidiary before or by any governmental authority or non-governmental

department, commission, board, bureau, agency or instrumentality or any other person; (xi) Company has not consummated any financing

transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not,

nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is

described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar

payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions

contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws

and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall

have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a

type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify

and hold harmless each of Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners,

and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’

fees) and expenses suffered in respect of any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors, stockholders,

members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers,

directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision

to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant

or promise of Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in

the Transaction Documents; (xvi) Company acknowledges and agrees that the State of Utah has a reasonable relationship and sufficient

contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws

and venue of the State of Utah, as set forth more specifically in Section 9.2 below, shall be applicable to the Transaction Documents

and the transactions contemplated therein, and Company waives any objection to such jurisdiction and venue; (xvii) Company acknowledges

and agrees that Investor is not registered as a ‘dealer’ under the 1934 Act; and (xviii) Company has performed due diligence

and background research on Investor and its affiliates and has received and reviewed the due diligence packet provided by Investor. Company,

being aware of the matters and legal issues described in subsections (xvii) and (xviii) above, acknowledges and agrees that such matters,

or any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will

not use any such information or legal theory as a defense to performance of its obligations under the Transaction Documents or in any

attempt to avoid, modify, reduce, rescind or void such obligations.

4. Company

Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full, or within

the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so long as

Investor beneficially owns the Note and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company will timely

file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will

take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required

in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports

under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the Common Shares

shall be listed or quoted for trading on NYSE, NYSE American, Nasdaq, OTCQX, OTCQB, OTCID, or Pink Limited; (iii) trading in Company’s

Common Shares will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal

trading market; (iv) Company will not make any Restricted Issuance (as defined below) without Investor’s prior written consent,

which consent may be granted or withheld in Investor’s sole and absolute discretion; (v) Company will not enter into any agreement

or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Company from

issuing Common Shares, preferred stock, warrants, convertible notes, other debt securities, or any other Company securities to Investor

or any affiliate of Investor; (vi) Company will grant Investor online access to monitor the Deposit Account and maintain such access

until the Note is paid in full; (vii) Company will notify Investor in writing of any action, suit, proceeding, inquiry or investigation

filed or initiated against Company or ARH Sub within three (3) Trading Days of the initiation of the same; (viii) neither Company nor

any Subsidiary will grant any security interest, lien, pledge or other encumbrance in any of its assets (including, without limitation,

any equity interest in any Subsidiary); (ix) neither Company nor any Subsidiary will sell, transfer, or issue any equity or grant any

rights to any equity interest or voting rights in any Subsidiary without Investor’s prior written consent; and (x) Company will

not allow ARH Sub to issue or incur any debt or conduct any business operations.

For

purposes hereof, the term “Restricted Issuance” means the issuance, incurrence or guaranty of any debt obligations

(including any merchant cash advance, account receivable factoring or other similar agreement) other than trade payables in the ordinary

course of business, or the issuance of any securities that: (1) have or may have conversion rights of any kind, contingent, conditional

or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the

Common Shares, (2) are or may become convertible into Common Shares (including without limitation convertible debt, warrants or convertible

preferred shares), with a conversion price that varies with the market price of the Common Shares, even if such security only becomes

convertible following an event of default, the passage of time, or another trigger event or condition; (3) have a fixed conversion price,

exercise price or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt

or equity security (A) due to a change in the market price of Company’s Common Shares since the date of the initial issuance, or

(B) upon the occurrence of specified or contingent events directly or indirectly related to the business of Company (including, without

limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard

anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); or (4)

are issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.

For

the avoidance of doubt, none of the following will be considered Restricted Issuances: (i) current or future “at the market”

facilities; (ii) direct offerings of common stock or warrants provided that such offerings do not contain any variable pricing terms

exceeding a 25% discount to the market price of the Common Shares; (iii) unsecured promissory notes issued to 1800 Diagonal Lending,

LLC, provided that the aggregate outstanding principal amount owed by the Company to 1800 Diagonal Lending, LLC does not exceed $850,000

at any time after giving effect to the issuance of such promissory note(s); (iv) issuances of Common Shares to Silverback Capital Corporation

pursuant to Section 3(a)(10) settlement agreements; (v) a commercially reasonable working capital line for American Rebel Beverages,

LLC to be primarily used for inventory purchases up to $1,500,000.00; (vi) any Regulation Crowdfunding offering by American Rebel Licensing

NIL I, Inc. conducted through DealMaker or any successor platform; and (vii) any Regulation A offering by Company with Digital Offering

Inc., Nant Global Finance Inc., or any successor placement, marketing, technology or administrative provider.

5. Conditions

to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Note to Investor at the Closing

is subject to the satisfaction, on or before each Closing Date, of each of the following conditions:

5.1. Investor

shall have executed all applicable Transaction Documents and delivered the same to Company.

5.2. Investor

shall have delivered the Purchase Price to Company.

6. Conditions

to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Note is subject to the satisfaction,

on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit

and may be waived by Investor at any time in its sole discretion:

6.1. Company

shall have executed all applicable Transaction Documents and delivered the same to Investor.

6.2. ARH

Sub and Bank shall have executed and delivered the DACA to Investor.

6.3. Each

Subsidiary shall have executed and delivered the Guaranty to Investor.

6.4. Each

Subsidiary shall have executed and delivered the Security Agreement to Investor.

6.5. Each

Subsidiary shall have executed and delivered the Pledge Agreement to Investor.

6.6. Company’s

transfer agent (the “Transfer Agent”) shall have executed an Irrevocable Transfer Agent Instruction Letter substantially

in the form attached hereto as Exhibit G.

6.7. Company

shall have delivered to Investor a fully executed Officer’s Certificate substantially in the form attached hereto as Exhibit

H evidencing Company’s approval of the Transaction Documents.

6.8. Company

shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit I

to be delivered to the Transfer Agent.

7. Reservation

of Shares. On the date hereof, Company will reserve 50,000,000 Common Shares of Company from its authorized and unissued Common Shares

to provide for all issuances of Conversion Shares under the Note (the “Share Reserve”). Company further agrees to

add additional Common Shares to the Share Reserve in increments of 1,000,000 shares as and when requested by Investor if as of the date

of any such request the number of Common Shares being held in the Share Reserve is less than three (3) times the number of Common Shares

obtained by dividing the outstanding balance of the Note as of the date of the request by the Conversion Price (as defined in the Note).

Company shall further require its Transfer Agent to hold the Common Shares reserved pursuant to the Share Reserve exclusively for the

benefit of Investor and to issue such shares to Investor promptly upon Investor’s delivery of a Conversion Notice (as defined in

the Note) under the Note. Company shall require the Transfer Agent to issue Common Shares to Investor out of its authorized and unissued

shares, and not the Share Reserve, to the extent Common Shares have been authorized, but not issued, and are not included in the Share

Reserve. The Transfer Agent shall only issue Common Shares out of the Share Reserve to the extent there are no other authorized shares

available for issuance and then only with Investor’s written consent.

8. Most

Favored Nation. So long as the Note is outstanding, upon any issuance by Company of any debt security with any economic term or condition

more favorable to the holder of such debt security or with a term in favor of the holder of such security that was not similarly provided

to Investor in the Transaction Documents, then Company shall notify Investor of such additional or more favorable term and such term,

at Investor’s option, shall become a part of the Transaction Documents for the benefit of Investor. Additionally, if Company fails

to notify Investor of any such additional or more favorable term, but Investor becomes aware that Company has granted such a term to

any third party, Investor may notify Company of such additional or more favorable term and such term shall become a part of the Transaction

Documents retroactive to the date on which such term was granted to the applicable third party. The types of terms contained in another

security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts,

conversion lookback periods, interest rates, original issue discounts, floor prices, stock sale prices, conversion prices, warrant coverage,

warrant exercise prices, and anti-dilution/conversion and exercise price resets.

9. Miscellaneous.

The provisions set forth in this Section 9 shall apply to this Agreement, as well as all other Transaction Documents as if these terms

were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth in this Section

9 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.

9.1. Arbitration

of Claims. The parties shall submit all Claims (as defined in Exhibit J) arising under this Agreement or any other Transaction

Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship of the parties to

binding arbitration pursuant to the arbitration provisions set forth in Exhibit J attached hereto (the “Arbitration Provisions”).

For the avoidance of doubt, the parties agree that the injunction described in Section 9.3 below may be pursued in an arbitration that

is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents. The parties hereby

acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other

provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has reviewed the Arbitration

Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration

Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations

set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing representations. Company

acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding the Arbitration

Provisions.

9.2. Governing

Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect

to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the

application of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly agrees that the exclusive

venue for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the parties or their

affiliates shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes hereunder pursuant

to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and notwithstanding the

terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other agreement between

the Transfer Agent and Company, such litigation specifically includes, without limitation any action between or involving Company and

the Transfer Agent or otherwise related to Investor in any way (specifically including, without limitation, any action where Company

seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing Common Shares to Investor

for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state

or federal court sitting in Salt Lake County, Utah, (ii) expressly submits to the exclusive venue of any such court for the purposes

hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any action where Company seeks to obtain

an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing Common Shares to Investor for any reason)

outside of any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper venue and any claim or

objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding

in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally, Company covenants and agrees

to name Investor as a party in interest in, and provide written notice to Investor in accordance with Section 9.10 below prior to bringing

or filing, any action (including without limitation any filing or action against any person or entity that is not a party to this Agreement,

including without limitation the Transfer Agent) that is related in any way to the Transaction Documents or any transaction contemplated

herein or therein, including without limitation any action brought by Company to enjoin or prevent the issuance of any Common Shares

to Investor by the Transfer Agent, and further agrees to timely name Investor as a party to any such action. Company acknowledges that

the governing law and venue provisions set forth in this Section 9.2 are material terms to induce Investor to enter into the Transaction

Documents and that but for Company’s agreements set forth in this Section 9.2 Investor would not have entered into the Transaction

Documents.

9.3. Specific

Performance. Company acknowledges and agrees that Investor may suffer irreparable harm in the event that Company fails to perform

any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms. It is accordingly

agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of this Agreement or

such other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any

other remedy to which Investor may be entitled under the Transaction Documents, at law or in equity. Company specifically agrees that:

(i) following an Event of Default under the Note, Investor shall have the right to seek and receive injunctive relief from a court or

an arbitrator prohibiting Company from issuing any of its Common Shares or preferred stock to any party unless fifty percent (50%) of

the gross proceeds received by Company in connection with such issuance are simultaneously used by Company to make a payment under the

Note; (ii) following a breach of Section 4(v) above, Investor shall have the right to seek and receive injunctive relief from a court

or arbitrator invalidating such lock-up; and (iii) if Company enters into a definitive agreement that contemplates a Fundamental Transaction

(as defined in the Note), unless such agreement contains a closing condition that the Note is repaid in full upon consummation of the

transaction or Investor has provided its prior written consent to such Fundamental Transaction, Investor shall have the right to seek

and receive injunctive relief from a court or arbitrator preventing the consummation of such transaction. Company specifically acknowledges

that Investor’s right to obtain specific performance constitutes bargained for leverage and that the loss of such leverage would

result in irreparable harm to Investor. For the avoidance of doubt, in the event Investor seeks to obtain an injunction from a court

or an arbitrator against Company or specific performance of any provision of any Transaction Document, such action shall not be a waiver

of any right of Investor under any Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any

Claim pursuant to the terms of the Transaction Documents, nor shall Investor’s pursuit of an injunction prevent Investor, under

the doctrines of claim preclusion, issues preclusion, res judicata or other similar legal doctrines, from pursuing other Claims in the

future in a separate arbitration.

9.4. Calculation

Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination or arithmetic calculation

under the Transaction Documents, including without limitation, calculating the outstanding balance, Conversion Price, Conversion Shares,

or VWAP (as defined in the Note) (each, a “Calculation”), Company or Investor (as the case may be) shall submit any

disputed Calculation via email or facsimile with confirmation of receipt (i) within two (2) Trading Days after receipt of the applicable

notice giving rise to such dispute to Company or Investor (as the case may be) or (ii) if no notice gave rise to such dispute, at any

time after Investor learned of the circumstances giving rise to such dispute. If Investor and Company are unable to agree upon such Calculation

within two (2) Trading Days of such disputed Calculation being submitted to Company or Investor (as the case may be), then Investor will

promptly submit via email or facsimile the disputed Calculation to Unkar Systems Inc. (“Unkar Systems”). Investor

shall cause Unkar Systems to perform the Calculation and notify Company and Investor of the results no later than ten (10) Trading Days

from the time it receives such disputed Calculation. Unkar Systems’ determination of the disputed Calculation shall be binding

upon all parties absent demonstrable error. Unkar Systems’ fee for performing such Calculation shall be paid by the incorrect party,

or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined by Unkar Systems.

In the event Company is the losing party, no extension of the Delivery Date (as defined in the Note) shall be granted and Company shall

incur all effects for failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents. Notwithstanding

the foregoing, Investor may, in its sole discretion, designate an independent, reputable investment bank or accounting firm other than

Unkar Systems to resolve any such dispute and in such event, all references to “Unkar Systems” herein will be replaced with

references to such independent, reputable investment bank or accounting firm so designated by Investor.

9.5. Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together

shall constitute one and the same instrument. Counterparts may be delivered via exchange of electronic signatures (including pdf or any

electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any

counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

9.6. Headings.

The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this

Agreement.

9.7. Severability.

In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such

provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute

or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability

of any other provision hereof.

9.8. Entire

Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties with respect

to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor makes

any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term sheets

or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction

Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any

affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there

is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents

shall govern.

9.9. Amendments.

No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties hereto.

9.10. Notices.

Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively

given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by email to

an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation which

is kept by sending party), (ii) the earlier of the date delivered or the third Trading Day after deposit, postage prepaid, in the United

States Postal Service by certified mail or with an international courier, or (iii) the earlier of the date delivered or the third Trading

Day after mailing by express courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto

entitled at the following addresses (or at such other addresses as such party may designate by five (5) calendar days’ advance

written notice similarly given to each of the other parties hereto):

to Company:

American

Rebel Holdings, Inc.

Attn:

Charles A. Ross, Jr.

218

3rd Avenue North, #400

Nashville,

Tennessee 37201

to Investor:

Streeterville

Capital, LLC

Attn:

John M. Fife

297

Auto Mall Drive #4

St.

George, Utah 84770

With

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

Capital

Law Partners PLLC

Attn:

Jonathan Hansen

1873

W. Traverse Pkwy Ste. E #610

Lehi,

UT 84048

9.11. Successors

and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor

hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the need to obtain Company’s

consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its duties hereunder, whether directly

or indirectly, without the prior written consent of Investor, and any such attempted assignment or delegation shall be null and void.

9.12. Survival.

The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive the Closing

hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify and hold

harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related

to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth in this Agreement or any

of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

9.13. Further

Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

9.14. Investor’s

Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents are cumulative

and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that Investor may

have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by statute,

and any and all such rights and remedies may be exercised from time to time and as often and in such order as Investor may deem expedient.

9.15. Attorneys’

Fees and Cost of Collection. In the event any suit, action or arbitration is filed by either party against the other to interpret

or enforce any of the Transaction Documents, the unsuccessful party to such action agrees to pay to the prevailing party all costs and

expenses, including reasonable attorneys’ fees incurred therein, including the same with respect to an appeal. The “prevailing

party” shall be the party in whose favor a judgment is entered, regardless of whether judgment is entered on all claims asserted

by such party and regardless of the amount of the judgment; or where, due to the assertion of counterclaims, judgments are entered in

favor of and against both parties, then the arbitrator shall determine the “prevailing party” by taking into account the

relative dollar amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance and value of such relief.

Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad

faith pleading. If (i) the Note is placed in the hands of an attorney for collection or enforcement prior to commencing arbitration or

legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise takes action to collect

amounts due under the Note or to enforce the provisions of the Note, or (ii) there occurs any bankruptcy, reorganization, receivership

of Company or other proceedings affecting Company’s creditors’ rights and involving a claim under the Note; then Company

shall pay the costs incurred by Investor for such collection, enforcement or action or in connection with such bankruptcy, reorganization,

receivership or other proceeding, including, without limitation, reasonable attorneys’ fees, expenses, deposition costs, and disbursements.

9.16. Waiver.

No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party granting the

waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to

any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a

party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

9.17. Waiver

of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION,

PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS

OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW

OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY

WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.

9.18. Time

is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the other

Transaction Documents.

9.19. Voluntary

Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions needed

for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents and

fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived the

right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or undue

influence by Investor or anyone else.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.

INVESTOR:

Streeterville

Capital, LLC

By:

/s/

John M. Fife

John

M. Fife, President

COMPANY:

American

Rebel Holdings, Inc.

By:

/s/

Charles A. Ross, Jr.

Charles

A. Ross, Jr., Chief Executive Officer

[Signature

Page to Securities Purchase Agreement]

ATTACHED

EXHIBITS:

Exhibit

Note

Exhibit

Fund

Flow Memorandum

Exhibit

DACA

Exhibit

Guaranty

Exhibit

Security

Agreement

Exhibit

Pledge

Agreement

Exhibit

Letter

Exhibit

Officer’s

Certificate

Exhibit

Issuance Resolution

Exhibit

Arbitration

Provisions

Exhibit

ARBITRATION

PROVISIONS

1. Dispute

Resolution. For purposes of these arbitration provisions (the “Arbitration Provisions”), the term “Claims”

means any disputes, claims, demands, causes of action, requests for injunctive relief, requests for specific performance, liabilities,

damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction

Documents and any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake,

fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition

precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement

(or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. For the avoidance of doubt, Investor’s

pursuit of an injunction or other Claim pursuant to these Arbitration Provisions or with a court will not later prevent Investor under

the doctrines of claim preclusion, issue preclusion, res judicata or other similar legal doctrines from pursuing other Claims in a separate

arbitration in the future. The parties to the Agreement (the “parties”) hereby agree that the Claims may be arbitrated

in one or more arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all

other Claims). The term “Claims” specifically excludes a dispute over Calculations. The parties to the Agreement hereby agree

that these Arbitration Provisions are binding on each of them. As a result, any attempt to rescind the Agreement (or these Arbitration

Provisions) or any other Transaction Document) or declare the Agreement (or these Arbitration Provisions) or any other Transaction Document

invalid or unenforceable pursuant to Section 29 of the 1934 Act or for any other reason is subject to these Arbitration Provisions. Any

capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in the Agreement.

2. Arbitration.

Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively

in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right

provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator rendered

pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding upon the parties, (b) the sole

and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator,

and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to

the Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred in connection with or incident to enforcing

the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Arbitration

Award shall include default interest (as defined or otherwise provided for in the Note, “Default Interest”) (with

respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration Award. Judgment

upon the Arbitration Award will be entered and enforced by any state or federal court sitting in Salt Lake County, Utah.

3. The

Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration Act,

U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”). Notwithstanding

the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the event of conflict or variation

between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions

shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration Act that may

conflict with or vary from these Arbitration Provisions.

4. Arbitration

Proceedings. Arbitration between the parties will be subject to the following:

4.1 Initiation

of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration by giving

written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section

9.10 of the Agreement (the “Notice Provision”); provided, however, that the Arbitration Notice may not be given

by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice is deemed delivered to such other party

under the Notice Provision (the “Service Date”). After the Service Date, information may be delivered, and notices

may be given, by email or fax pursuant to the Notice Provision or any other method permitted thereunder. The Arbitration Notice must

describe the nature of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims in the

Arbitration Notice must be pleaded consistent with the Utah Rules of Civil Procedure.

4.2 Selection

and Payment of Arbitrator.

(a)

Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators

that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such three

(3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the avoidance of doubt,

each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within five (5) calendar days after Investor

has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice to Investor, one (1) of the Proposed

Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one of the Proposed

Arbitrators in writing within such 5-day period, then Investor may select the arbitrator from the Proposed Arbitrators by providing written

notice of such selection to Company.

(b)

If Investor fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph

(a) above, then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators

that are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may

then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice

to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor

fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company

may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to

Investor.

(c)

If a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected

such Proposed Arbitrator may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the

chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators

decline or are otherwise unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this

Paragraph 4.2.

(d)

The date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both

parties to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator

resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to

continue the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then

the arbitrator shall be selected under then prevailing rules of the American Arbitration Association.

(e)

Subject to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if

one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to

the accrual of Default Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.

4.3 Applicability

of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Utah Rules of Civil

Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without limitation, to the

filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Utah Rules of Evidence

shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is the parties’

intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of any conflict between

the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these Arbitration Provisions shall

control.

4.4 Answer

and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating

the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required

deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against

such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within

the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration

Notice, against a party that fails to submit an answer within such time period.

4.5 Related

Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal

proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject

to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration

Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party

files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will

be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails

to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall

be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal

or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined

in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation

Proceedings pursuant to the Arbitration Act. In the event either party successfully petitions a court to compel arbitration, the losing

party in such action shall be required to pay the prevailing party’s attorneys’ fees and costs incurred in connection with

such action.

4.6 Discovery.

Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:

(a)

Written discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof,

and the written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded

in the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the standards and limitations

set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited

as follows:

(i) To

facts directly connected with the transactions contemplated by the Agreement.

(ii) To

facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or less

expensive than in the manner requested.

(b)

No party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests

for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than

three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions

will be borne by the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition

of the estimated attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending

the deposition fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice,

then such party shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must

pay the party defending the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is

deemed to be waived as set forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated

attorneys’ fees are unreasonable, such party may submit the issue to the arbitrator for a decision. All depositions will be taken

in Utah.

(c)

All discovery requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator

and the other party. The party submitting the written discovery requests must include with such discovery requests a detailed explanation

of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure.

The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the

arbitrator an estimate of the attorneys’ fees and costs associated with responding to such written discovery requests and a written

challenge to each applicable discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to

one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding

as to the likely attorneys’ fees and costs associated with responding to the discovery requests and issue an order that (i) requires

the requesting party to prepay the attorneys’ fees and costs associated with responding to the discovery requests, and (ii) requires

the responding party to respond to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s

finding with respect to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or

a challenge to discovery requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’

fees or costs associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests

(as may be limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery

requests. Any party submitting any written discovery requests, including without limitation interrogatories, requests for production

subpoenas to a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before

the responding party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.

(d)

In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth

in these Arbitration Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery

request does not satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator

may modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.

(e)

Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of

the Arbitration Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following:

(i) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name

and qualifications, including a list of all the expert’s publications within the preceding ten (10) years, and a list of any other

cases in which the expert has testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii)

the compensation to be paid for the expert’s report and testimony. The parties are entitled to depose any other party’s expert

witness one (1) time for no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter

not fairly disclosed in the expert report.

4.7 Dispositive

Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules of Civil Procedure

(a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the

arbitrator and to the other party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion.

Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other

party a memorandum in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar

days of delivery of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to

the arbitrator and to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If

the applicable party shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver the

Reply Memorandum as required above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion

shall proceed regardless.

4.8 Confidentiality.

All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation

information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each party

agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration process (including

without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure such information becomes

public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party or its agents, (b) such

information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified the other

party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior

to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives and legal counsel on a need

to know basis who each agree in writing not to disclose such information to any third party. Pursuant to Section 118(5) of the Arbitration

Act, the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure of privileged information

and confidential information upon the written request of either party.

4.9 Authorization;

Timing; Scheduling Order. Subject to all other sections of these Arbitration Provisions, the parties hereby authorize and direct

the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the Arbitration

proceedings to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that an Arbitration

Award must be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator is hereby authorized

and directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish

a scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents by the parties to

enable the arbitrator to render a decision prior to the end of such 120-day period.

4.10 Relief.

The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator

deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator

may not award exemplary or punitive damages.

4.11 Fees

and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being awarded

the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,

penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration, and

(b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery

costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.

4.12 Motion

to Vacate. Following the entry of the Arbitration Award, if either party desires to file a Motion to Vacate the Arbitration Award

with a court in Salt Lake County, Utah, it must do so within the earlier of: (a) thirty (30) days of entry of the Arbitration Award;

and (b) in response to the prevailing party’s Motion to Confirm the Arbitration Award.

5. Arbitration

Appeal.

5.1 Initiation

of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period of

thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant elects

to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel of

arbitrators as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein

as the “Appeal Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph

4.1 above with respect to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee,

the Appellant must also pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond

in the amount of 110% of the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing.

In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance

with the provisions of this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will

not be further conditioned. In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond)

to the other party within the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award.

The Arbitration Award will be considered final until the Appeal Notice has been properly delivered and the applicable appeal bond has

been posted (along with proof of payment of the applicable bond). The parties acknowledge and agree that any Appeal shall be deemed part

of the parties’ agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.

5.2 Selection

and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment

of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration

panel (the “Appeal Panel”).

(a)

Within ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators

that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such

five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance

of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and shall not be the arbitrator

who rendered the Arbitration Award being appealed (the “Original Arbitrator”). Within five (5) calendar days after

the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice

to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select

three (3) of the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators

from the Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.

(b)

If the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after

the Appeal Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed

Appeal Arbitrators, identify the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators

by Utah ADR Service (none of whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five

(5) calendar days after the Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to

the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within

such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant

may select the three (3) members of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice

of such selection to the Appellee.

(c)

If a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal

Arbitrator may select one (1) of the remaining designated Proposed Appeal Arbitrators within three (3) calendar days of the date a chosen

Proposed Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three (3) of the

five (5) designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator selection

process shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators who have

already agreed to serve shall remain on the Appeal Panel.

(d) The

date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered

to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal

Commencement Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in

writing (including via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel

to serve as the lead arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes

of these Arbitration Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make

determinations upon the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator

on the Appeal Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the

Appeal proceedings, a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member

of the Appeal Panel. If Utah ADR Services ceases to exist or to provide a list of neutrals, then the arbitrators for the Appeal

Panel shall be selected under then prevailing rules of the American Arbitration Association.

(e)

Subject to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.

5.3 Appeal

Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel shall

conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and all other

provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate for a fair

and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous evidence

and discovery, together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents filed

with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal Panel

shall not permit the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new witnesses

or affidavits, and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the Arbitration

Award.

5.4 Timing.

(a) Within

seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel

copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents

filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,

but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning

or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)

calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal

Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s

delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply

Memorandum to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of

this subparagraph (a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final.

If the Appellee shall fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply

Memorandum as required above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and

the Appeal shall proceed regardless.

(b)

Subject to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by

the Appeal Panel within thirty (30) calendar days of the Appeal Commencement Date, and that the Appeal Panel must render its decision

within thirty (30) calendar days after the Appeal is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement

Date).

5.5 Appeal

Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator

on the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety

and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall

remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive

remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)

be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,

including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall,

to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include

Default Interest (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Appeal

Panel Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in Salt Lake County,

Utah.

5.6 Relief.

The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems proper

under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal Panel may

not award exemplary or punitive damages.

5.7 Fees

and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded

the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,

penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration and

the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel, which,

for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any

party) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and

other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without

limitation in connection with the Appeal).

Miscellaneous.

6.1 Severability.

If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be

modified to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration

Provisions shall remain unaffected and in full force and effect.

6.2 Governing

Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict of laws principles

therein.

6.3 Interpretation.

The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation

of, these Arbitration Provisions.

6.4 Waiver.

No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party

granting the waiver.

6.5 Time

is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

[Remainder

of page intentionally left blank]

EX-10.4

Filename: ex10-4.htm · Sequence: 6

Exhibit

10.4

AMENDED

AND RESTATED DEPOSIT ACCOUNT CONTROL AGREEMENT

This

Amended and Restated Deposit Account Control Agreement (this “Agreement”) is made as of July 10, 2026, among Lakeside

Bank, an Illinois banking corporation (the “Bank”), Streeterville Capital, LLC, a Utah limited liability company

(the “Lender”) and ARH Sub, LLC, a Utah limited liability company (the “Guarantor”).

WHEREAS,

Lender extended a loan in the original principal amount of $5,470,000.00 (the “June 2025 Loan”) to Guarantor’s

parent company, American Rebel Holdings, Inc., a Nevada corporation (“AREB”);

WHEREAS,

Lender has agreed to extend an additional loan in the original principal amount of $6,215,000.00 (the “July 2026 Loan”,

and together with the June 2025 Loan, the “Loans”) to AREB;

WHEREAS,

pursuant to the terms of a Guaranty executed by Guarantor in favor of Lender on June 26, 2025 (the “June 2025 Guaranty”)

and a Guaranty executed by Guarantor in favor of Lender on July 10, 2026 (the “July 2026 Guaranty”, and together with

the June 2025 Guaranty, the “Guaranties”), Guarantor has granted Lender a security interest and a lien on the deposit

account described on Exhibit A attached hereto (the “Deposit Account”) and the property held in the

Deposit Account;

WHEREAS,

the parties previously entered into that certain Deposit Account Control Agreement dated as of June 26, 2025 (the “Original

Agreement”), and the parties now wish to amend and restate the Original Agreement in its entirety as set forth herein; and

WHEREAS,

the parties wish to protect Lender’s interest in the Deposit Account and the property held therein.

NOW,

THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, it is hereby agreed that:

The Deposit Account. The parties represent that:

(a)

The Bank is maintaining the Deposit Account with the account number set forth on Exhibit A attached hereto;

(b)

The Bank does not know of any claim to or interest in the Deposit Account, except for claims and interests of the parties referred to

herein; and

(c)

The Deposit Account is owned by Guarantor whose taxpayer identification number is **** and who authorizes account statements to be sent

to it and Lender.

(d)

The Deposit Account may also include a “Reserve Deposit Account”, which shall earn interest at the standard money

market rate then in effect as set by the Bank at that time. If a Reserve Deposit Account is established, it shall be identified and listed

in Exhibit A alongside the primary Deposit Account. Funds in the Reserve Deposit Account shall be subject to a Zero Balance

Sweep arrangement between the Deposit Account and the Reserve Deposit Account, whereby collected funds in the Deposit Account will be

automatically transferred to (and from) the Reserve Deposit Account as required to maintain a target balance of $5,000.00 in the Deposit

Account at the close of each business day to accommodate posting and clearing activity and to ensure the proper functioning of the Zero

Balance Sweep arrangement. The Reserve Deposit Account shall be deemed part of the Deposit Account for purposes of this Agreement, and

all rights, interests, and control provisions applicable to the Deposit Account shall likewise apply to the Reserve Deposit Account.

Control by Lender. Lender shall have “control” over the Deposit Account and for purposes of Article 9 of the Uniform

Commercial Code. The Bank will comply with all notifications or instructions it receives directing it to transfer or redeem any property

in the Deposit Account (each, a “Lender Instruction Notice”) originated by Lender without further consent by Guarantor.

Guarantor hereby expressly authorizes Bank to act in accordance with each Lender Instruction Notice without Guarantor’s consent

or concurrence. Further, Guarantor agrees not to assert a claim or demand against Bank for complying with a Lender Instruction Notice

received from Lender. The parties acknowledge and agree that the Deposit Account, the property held therein, and Lender’s security

interest and lien therein secure the obligations under both Loans and both Guaranties. For the avoidance of doubt, Lender shall be entitled

to originate and deliver a Lender Instruction Notice in connection with the June 2025 Loan or the July 2026 Loan (or the related June

2025 Guaranty or July 2026 Guaranty), and the Bank shall comply with each such Lender Instruction Notice in accordance with this Section

2 without further consent by Guarantor and without any obligation to determine which Loan or Guaranty such Lender Instruction Notice

relates to. Additionally, Bank shall permit Lender to have view-only online access to the Deposit Account and any Reserve Deposit Account

through Lender’s existing online banking credentials with Bank. Such access shall be limited to inquiry and reporting capabilities

only, and any transfer or other disposition of funds shall continue to be governed exclusively by the terms of this Section 2. Guarantor

hereby consents to such access and agrees that Bank’s provision thereof shall not violate any confidentiality obligation.

Guarantor’s Rights in the Deposit Account. Except for a Lender Instruction Notice, the Bank shall only comply with joint

instructions originated and executed by Guarantor and Lender directing the disposition of funds in the Deposit Account.

Priority of Lender’s Lien. The Bank hereby acknowledges the first position security interest in the Deposit Account granted

by Guarantor to Lender. The Bank hereby confirms that the Deposit Account is a cash account and that it will not advance any other credit

to Guarantor. The Bank subordinates in favor of Lender any security interest, lien, encumbrance, claim or right of setoff it may have,

now or in the future, against the Deposit Account or property in the Deposit Account or any free credit balance earned in the Deposit

Account. Notwithstanding the foregoing, the Bank is permitted to charge the Deposit Account: (a) for its usual and customary service

charges, transfer fees and account maintenance fees and charges relating to such Deposit Account (the “Fees”); and

(b) for any check deposited into the Deposit Account that is returned unpaid for any reason and for ACH credit entries that may have

been originated by Guarantor but that have not settled within two (2) Business Days after the effective date of this Agreement or for

any entries, whether credit or debit, that are subsequently returned thereafter (the “Returned Items”). In the event

that there are not sufficient collected funds in such other accounts to pay the Fees and Returned Items, then Bank may charge the Deposit

Account for such Fees and Returned Items. In the event that there are insufficient collected funds on deposit in the Deposit Account,

Guarantor agrees upon demand to pay to Bank the amount of such Fees and Returned Items. If Guarantor fails to pay the amount demanded

by Bank, Lender agrees to reimburse Bank within three (3) business days of demand thereof by Bank for any Returned Items and overdrafts

to the extent Lender received payment in respect thereof pursuant to Section 2.

- 2 -

Notices of Adverse Claims. The Bank will use reasonable efforts to promptly notify Lender and Guarantor if it receives notice

at any time after the date of this Agreement that any other person claims that it has a property interest in property in the Deposit

Account and that it is a violation of that person’s rights for anyone else to hold, transfer or deal with the property. For the

avoidance of doubt, such notice shall be given in writing and in accordance with the notice provisions set forth in Section 17 below

Bank’s Responsibility.

(a)

The Bank will not be liable to Guarantor for complying with a Lender Instruction Notice originated by Lender or for failing to comply

with directions concerning the Deposit Account from Guarantor, even if Guarantor notifies the Bank that Lender is not legally entitled

to issue the Lender Instruction Notice or to restrict Lender’s access to the Deposit Account.

(b)

This Agreement does not create any obligation of the Bank except for those expressly set forth in this Agreement.

(c)

In no event shall Bank be liable, directly or indirectly, for any (i) damages or expenses arising out of services provided under this

Agreement, other than damages which result from Bank’s gross negligence or willful misconduct, or (ii) indirect, special or consequential

damages, including, but not limited to, lost profits, even if Bank has been advised of the possibility of such damages.

(d)

Bank will be excused from failing to act or delay in acting, and no such failure or delay shall constitute a breach of this Agreement

or otherwise give rise to any liability of Bank if (a) such failure or delay is caused by circumstances beyond Bank’s reasonable

control, including but not limited to legal constraint, emergency conditions, action or inaction of government, civil or military authority,

fire, strike, lockout or other labor dispute, war, riot, theft, flood, or other natural disaster, COVID related orders and shutdowns,

epidemics, breakdown of public or private or common carrier communications or transmission facilities, equipment failure, or negligence

or default of Guarantor or Lender or (b) such failure or delay resulted from Bank’s reasonable belief that the action would have

violated any guideline, rule or regulation of any governmental authority.

(e)

Notwithstanding any of the other provisions of this Agreement, in the event of the commencement of a case pursuant to Title 11, United

States Code, filed by or against Guarantor, Bank may act as it deems necessary to comply with all applicable provisions of governing

statutes and shall not be in violation of this Agreement as a result.

(f)

Bank shall be permitted to comply with any writ, levy, citation, attachment, garnishment order or other similar judicial or regulatory

order or process concerning the Deposit Account or any check and shall not be in violation of this Agreement for so doing; provided,

however, Bank must take commercially reasonable actions to provide Guarantor and Lender with notice of any such order unless notice

cannot be given by applicable law.

- 3 -

Indemnity. Guarantor and Lender, jointly and severally, will indemnify Bank and hold it harmless, together with its officers,

directors, employees and agents against claims, liabilities and expenses and damages of any nature arising out of this Agreement (including,

but not limited to, allocated costs of staff counsel, other reasonable attorneys’ fees and any other fees and expenses), except

to the extent the claims, liabilities or expenses are caused by the Bank’s gross negligence or willful misconduct.

Termination; Survival.

(a)

Lender may terminate this Agreement by notice to the Bank and Guarantor.

(b)

If Lender notifies the Bank that Lender’s security interest in the Deposit Account under both of the Guaranties has terminated,

this Agreement will immediately terminate.

(c)

Subsection 6(c) and Section 7, “Indemnity” shall survive termination of this Agreement.

Governing Law. This Agreement and the Deposit Account will be governed by the laws of the State of Illinois. The Bank and Guarantor

may not change the law governing the Deposit Account without Lender’s express written agreement.

10.

Attorneys’ Fees. In the event of any litigation arising from or related to this Agreement, the prevailing party shall be

entitled to recover reasonable attorney’s fees and costs incurred in connection with such litigation or dispute, including any

appeals, in addition to any other relief to which they may be entitled.

11.

Jury Trial Waiver. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ITS RIGHT TO TRIAL

BY JURY IN ANY LEGAL PROCEEDING ARISING FROM OR RELATED TO THIS AGREEMENT.

12.

Entire Agreement. If there is a conflict between this Agreement and any other agreement between Guarantor and the Bank, this Agreement

shall control; provided, however, that the terms of this Agreement shall not be deemed or construed to make Lender a party to such account

agreement. Subject to the foregoing, this Agreement is the entire agreement, supersedes the Original Agreement and any other prior agreements

and contemporaneous oral agreements of the parties concerning its subject matter.

13.

Amendments. No amendment of, or waiver of a right under, this Agreement will be binding unless it is in writing and signed by

the party to be charged.

14.

Severability. To the extent a provision of this Agreement is unenforceable, this Agreement will be construed as if the unenforceable

provision were omitted.

- 4 -

15.

Successors and Assigns. A successor to or assignee of Lender’s rights and obligations under the Guaranties will succeed

to Lender’s rights and obligations under this Agreement.

16.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of

which together shall constitute one and the same agreement.

17.

Notice. Any notices and demands under or related to this Agreement shall be in writing and delivered to the intended party at

its address or email stated below, and if to Lender, at its main office if no other address of Lender is specified herein, by one of

the following means: (a) by hand, (b) by a nationally recognized overnight courier service, (c) by certified mail, postage prepaid, with

return receipt requested, or (d) by email. Notice shall be deemed given: (i) upon receipt if delivered by hand, (ii) on the Delivery

Day after the day of deposit with a nationally recognized courier service, (iii) on the third Delivery Day after the notice is deposited

in the mail, or (iv) when transmitted to the email address specified below and a confirmation receipt is received by the sender. “Delivery

Day” means a day other than a Saturday, a Sunday, or any other day on which national banking associations located in Illinois are

authorized to be closed. Any party may change its address for purposes of the receipt of notices and demands by giving notice of such

change in the manner provided in this provision.

to Lender:

Streeterville

Capital, LLC

Attn:

John Fife

297

Auto Mall Drive #4

St.

George, Utah 84770

to Guarantor:

ARH

Sub, LLC

Attn:

Charles A. Ross, Jr.

218

3rd Avenue North, #400

Nashville,

Tennessee 37201

to Bank:

Lakeside

Bank

Attn:

Treasury Management Department

3855

S. Halsted Street

Chicago,

Illinois 60609

Email:

treasury.management@lakesidebank.com

With

a copy to:

Lakeside

Bank

Attn:

General Counsel

141

W. Jackson Blvd. Suite 130A

Chicago,

IL 60604

Email:

sfister@lakesidebank.com

18.

Disclaimer. Nothing contained in this Agreement shall create any agency, fiduciary, joint venture or partnership relationship

between the Bank and Guarantor or Lender. Guarantor and Lender agree that nothing in this Agreement, nor any course of dealing among

the parties to this Agreement, shall constitute a commitment or other obligation on the part of the Bank to extend credit to Guarantor

or Lender.

[Signatures

Appear on Following Page]

- 5 -

Witness Whereof, the parties have executed this Agreement as of the day and year first written above.

BANK:

Lakeside Bank, an Illinois banking corporation

By:

/s/

Matthew H. Palmisano

Matthew

H. Palmisano, SVP, Director of

Treasury

Management

LENDER:

Streeterville Capital, LLC, a Utah limited liability company

By:

/s/

John Fife

John

Fife, President

GUARANTOR:

ARH Sub, LLC, a Utah limited liability company

By:

/s/

Charles A. Ross, Jr.

Charles

A. Ross, Jr., Manager

- 6 -

EXHIBIT

“Deposit

Account”

Account

Title:

ARH

Sub, LLC, as Guarantor,

Streeterville

Capital, LLC, as Lender, DACA Deposit Account

Account

Number: ****

“Reserve

Deposit Account”

Account

Title:

ARH

Sub, LLC, as Guarantor

Streeterville

Capital LLC, as Lender, DACA Reserve Account

Account

Number: ****

EX-10.5

Filename: ex10-5.htm · Sequence: 7

Exhibit 10.5

GUARANTY

This

GUARANTY, made effective as of July 10, 2026, is given by Champion Safe Company, Inc., a Utah corporation (“Champion Safe”),

Superior Safe Co., LLC, a Utah limited liability company (“Superior Safe”), ARH Sub, LLC, a Utah limited liability

company (“ARH Sub”), Safe Guard Security Products LLC, a Utah limited liability company (“Safe Guard”),

and Champion Safe de Mexico, S.A. de C.V., a Mexican business entity (“Champion Mexico”, and together with Champion

Safe, Superior Safe, ARH Sub and Safe Guard, “Guarantors”, and each individually, a “Guarantor”)

for the benefit of Streeterville Capital, LLC, a Utah limited liability company (“Investor”).

PURPOSE

A. American

Rebel Holdings, Inc., a Nevada corporation and parent of Guarantors (“Company”), has issued to Investor that certain

Secured Convertible Promissory Note dated July 10, 2026 in the original principal amount of $6,235,000.00 (the “Note”).

B. The

Note was issued pursuant to the terms of a Securities Purchase Agreement of even date herewith between Company and Investor (the “Purchase

Agreement”).

C. Investor

agreed to provide the financing to Company evidenced by the Note only upon the inducement and representation of Guarantors that they

would guarantee certain indebtedness, liabilities and obligations of Company owed to Investor under the Note, as provided herein.

NOW,

THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in

order to induce Investor to purchase the Note and provide the financing contemplated therein, each Guarantor hereby agrees for the benefit

of Investor as follows:

GUARANTY

Indebtedness Guaranteed. Each Guarantor hereby absolutely and unconditionally guarantees the prompt payment in full of the Obligations

(as defined below), as and when the same (including without limitation portions thereof) become due and payable. Each Guarantor acknowledges

that the amount of the Obligations may exceed the principal amount of the Note. Each Guarantor further acknowledges that the foregoing

guarantee is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. For purposes

of this Guaranty, “Obligations” means (a) all loans, advances, debts, liabilities and obligations, arising on or after

the date of this Guaranty, owed by Company or Guarantors to Investor, whether created by the Note, the Purchase Agreement, this Guaranty,

or any other Transaction Documents (as defined in the Purchase Agreement), including any modification or amendment to any of the foregoing,

and (b) all costs and expenses, including reasonable attorneys’ fees incurred in connection with enforcement or collection actions

incurred in connection with the collection or enforcement of any portion of the Obligations. No Guarantor will incur or guarantee and

indebtedness while this Guaranty remains outstanding.

DACA. The Obligations shall be secured by a Deposit Account Control Agreement of even date herewith among ARH Sub, the Bank (as

defined in the DACA), and Investor (the “DACA”), the Deposit Account (as defined in the DACA), and the funds held

therein pursuant to the DACA. ARH Sub hereby grants to Investor a first-position security interest in and lien on the Deposit Account

and the funds held in the Deposit Account and acknowledges and agrees that Investor will have the right to file a UCC-1 Financing Statement

with respect to the Deposit Account. ARH Sub acknowledges and agrees that Investor will have control over the Deposit Account within

the meaning of Section 9-104 of the Uniform Commercial Code pursuant to the terms of the DACA. ARH Sub covenants and agrees that Investor

is authorized to deliver a Lender Instruction Notice (as defined in the DACA) to the Bank directing the disposition of the funds held

in the Deposit Account: (a) upon the occurrence of a Event of Default (as defined in the Note); or (b) upon Investor’s receipt

of a notice from Company pursuant to Section 4(vii) of the Purchase Agreement (or otherwise becoming aware of an action described therein).

Upon sending a Lender Instruction Notice, Investor will have the right without further notice or demand, to apply all or any portion

of the funds held in the Deposit Account to the Obligations.

3. Representations

and Warranties. Each Guarantor hereby represents and warrants to Investor that:

(a) Guarantor is an entity, duly organized, validly existing and in good standing under the laws

of the jurisdiction of its formation and has the power and authority and the legal right to own and operate its properties and to conduct

the business in which it is currently engaged.

(b) Guarantor

has the power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guaranty and has taken

all necessary action required by its form of organization to authorize such execution, delivery and performance.

Guaranty constitutes Guarantor’s legal, valid and binding obligation enforceable in accordance with its terms, except as enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’

rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(d) The

execution, delivery and performance of this Guaranty will not (i) violate any provision of any law, statute, rule or regulation or any

order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect

having applicability to Guarantor, (ii) violate or contravene any provision of Guarantor’s organizational documents, or (iii) result

in a breach of or constitute a default under any indenture, loan or credit agreement or any other material agreement, lease or instrument

to which Guarantor is a party or by which it or any of its properties may be bound or result in the creation of any lien thereunder.

Guarantor is not in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree,

determination or award or any such indenture, loan or credit agreement or other agreement, lease or instrument in any case in which the

consequences of such default or violation could have a material adverse effect on its business, operations, properties, assets or condition

(financial or otherwise).

(e) No order, consent, approval, license, authorization or validation of, or filing, recording

or registration with, or exemption by, any governmental or public body or authority is required on Guarantor’s part to authorize,

or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability

of, this Guaranty.

(f) There

are no actions, suits or proceedings pending or, to Guarantor’s knowledge, threatened against or affecting Guarantor or any of

its properties before any court or arbitrator, or any governmental department, board, agency or other instrumentality which, if determined

adversely to Guarantor, would have a material adverse effect on its business, operations, property or condition (financial or otherwise)

or on its ability to perform its obligations hereunder.

(g) (i) This Guaranty is not given with actual intent to hinder, delay or defraud any entity to

which Guarantor is, or will become on or after the date of this Guaranty, indebted, (ii) Guarantor has received at least a reasonably

equivalent value in exchange for the giving of this Guaranty, (iii) Guarantor is not insolvent, as defined in any applicable state or

federal statute, nor will Guarantor be rendered insolvent by the execution and delivery of this Guaranty to Investor, and (iv) Guarantor

does not intend to incur debts that will be beyond Guarantor’s ability to pay as such debts become due.

(h) Guarantor has examined or has had the full opportunity to examine the Note and all the other

Transaction Documents, all the terms of which are acceptable to Guarantor.

(i) This Guaranty is given in consideration of Investor entering into the Note and providing financing

thereunder.

(j) Guarantor has received adequate consideration and at least a reasonably equivalent value in

exchange for the giving of this Guaranty, which Guarantor hereby acknowledges having received, and thereby will materially benefit from

the financial accommodations granted to Company by Investor pursuant to the Note. Investor may rely conclusively on the continuing warranty,

hereby made, that Guarantor continues to be benefitted by Investor’s extension of credit accommodations to Company and Investor

shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable

by Investor without regard to the receipt, nature or value of any such benefits. As such, this Guaranty is a valid and binding obligation

of Guarantor. Guarantor further covenants and agrees that it will not use lack of consideration as a defense to its performance of its

obligations under this Guaranty.

Alteration of Obligations. In such manner, upon such terms and at such times as Investor and Company deem best and without notice

to Guarantors, Investor and Company may alter, compromise, accelerate, extend, renew or change the time or manner for the payment of

any Obligation, increase or reduce the rate of interest on the Note, release Company, as to all or any portion of the Obligations, release,

substitute or add any one or more guarantors or endorsers, accept additional or substituted security therefor, or release or subordinate

any security therefor. No exercise or non-exercise by Investor of any right available to Investor, no dealing by Investor with Guarantors

or any other guarantor, endorser of the Note or any other person, and no change, impairment or release of all or a portion of the obligations

of Company under any of the Transaction Documents or suspension of any right or remedy of Investor against any person, including, without

limitation, Company and any other such guarantor, endorser or other person, shall in any way affect any of the obligations of Guarantors

hereunder or any security furnished by Guarantors or give Guarantors any recourse against Investor. Guarantors acknowledge that their

obligations hereunder are independent of the obligations of Company.

Waiver. To the extent permitted by law, each Guarantor hereby waives and relinquishes all rights and remedies accorded by applicable

law to guarantors and agrees not to assert or take advantage of any such rights or remedies, including (without limitation) (a) any right

to require Investor to proceed against Company or any other person or to pursue any other remedy in Investor’s power before proceeding

against Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person

or persons or the failure of Investor to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding)

of any other person or persons; (c) demand, protest and notice of any kind, including, without limitation, notice of the existence, creation

or incurring of any new or additional indebtedness, liability or obligation or of any action or non-action on the part of Company, Investor,

any endorser or creditor of Company or Guarantor or on the part of any other person whomsoever under this or any other instrument in

connection with any obligation or liability or evidence of indebtedness held by Investor as collateral or in connection with any Obligation

hereby guaranteed; (d) any defense based upon an election of remedies by Investor which may destroy or otherwise impair the subrogation

rights of Guarantor or the right of Guarantor to proceed against Company for reimbursement, or both; (e) any defense based upon any statute

or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome

than that of the principal; (f) any duty on the part of Investor to disclose to Guarantor any facts Investor may now or hereafter know

about Company, regardless of whether Investor has reason to believe that any such facts materially increase the risk beyond that which

Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate

such facts to Guarantor, since Guarantor acknowledges that it is fully responsible for being and keeping informed of the financial condition

of Company and of all circumstances bearing on the risk of non-payment of any Obligation; (g) any defense arising because of Investor’s

election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy

Code; (h) any defense based on any borrowing or grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any

claim, right or remedy which Guarantor may now have or hereafter acquire against Company that arises hereunder and/or from the performance

by Guarantor hereunder, including, without limitation, any claim, right or remedy of Investor against Company or any security which Investor

now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common

law or otherwise; and (j) any obligation of Investor to pursue any other guarantor or any other person, or to foreclose on any collateral.

Bankruptcy. So long as any Obligation shall be owing to Investor, Guarantors shall not, without the prior written consent of Investor,

commence or join with any other person in commencing any bankruptcy, reorganization, or insolvency proceeding against Company. The obligations

of Guarantors under this Guaranty shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving the

bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company, or by any defense which Company may have

by reason of any order, decree or decision of any court or administrative body resulting from any such proceeding.

Claims in Bankruptcy. Guarantors shall file in any bankruptcy or other proceeding in which the filing of claims is required or

permitted by law all claims that Guarantors may have against Company relating to any indebtedness, liability or obligation of Company

owed to Guarantors and will assign to Investor all rights of Guarantors thereunder. If Guarantors do not file any such claim, Investor,

as attorney-in-fact for Guarantors, is hereby authorized to do so in the name of Guarantors or, in Investor’s discretion, to assign

the claim to a nominee and to cause proof of claim to be filed in the name of Investor’s nominee. The foregoing power of attorney

is coupled with an interest and cannot be revoked. Investor or Investor’s nominee shall have the sole right to accept or reject

any plan proposed in such proceeding and to take any other action that a party filing a claim is entitled to do. In all such cases, whether

in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Investor the amount payable

on such claim and, to the full extent necessary for that purpose, each Guarantor hereby assigns to Investor all of Guarantor’s

rights to any such payments or distributions to which Guarantor would otherwise be entitled; provided, however, that Guarantor’s

obligations hereunder shall not be deemed satisfied except to the extent that Investor receives cash by reason of any such payment or

distribution. If Investor receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this

Guaranty. If at any time the holder of the Note is required to refund to Company any payments made by Company under the Note because

such payments have been held by a bankruptcy court having jurisdiction over Company to constitute a preference under any bankruptcy,

insolvency or similar law then in effect, or for any other reason, then in addition to Guarantor’s other obligation under this

Guaranty, Guarantor shall reimburse the holder in the aggregate amount of such refund payments.

Costs and Attorneys’ Fees. If Company or any Guarantor fails to pay all or any portion of any Obligation, or any Guarantor

otherwise breaches any provision hereof or otherwise defaults hereunder, Guarantors shall pay all reasonable costs and expenses, including

reasonable attorneys’ fees and disbursements, incurred by Investor in connection with the enforcement of any obligations of Guarantors

hereunder, including, without limitation, any costs and fees incurred in any negotiation, alternative dispute resolution proceeding subsequently

agreed to by the parties, if any, litigation, or bankruptcy proceeding or any appeals from any of such proceedings.

Cumulative Rights. The amount of Guarantors’ liability and all rights, powers and remedies of Investor hereunder and under

any other agreement now or at any time hereafter in force between Investor and Guarantors, including, without limitation, any other guaranty

executed by Guarantors relating to any indebtedness, liability or obligation of Company owed to Investor, shall be cumulative and not

alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Investor by law. This

Guaranty is in addition to and not in limitation of the guaranty of any other guarantor of any indebtedness, liability or obligation

of Company owed to Investor.

10.

Independent Obligations. The obligations of Guarantors hereunder are independent of the obligations of Company and, to the extent

permitted by law, in the event of any breach or default hereunder, a separate action or actions may be brought and prosecuted against

any Guarantor whether or not Company or the other Guarantors are joined therein or a separate action or actions are brought against Company,

and Investor shall have no obligation to separately pursue an action against Company with respect to the Obligations. Investor may maintain

successive actions for other breaches or defaults. Investor’s rights hereunder shall not be exhausted by Investor’s exercise

of any of Investor’s rights or remedies or by any such action or by any number of successive actions until and unless all Obligations

have been paid and fully performed.

11. Severability. If any part of this Guaranty is construed to be in violation of any law,

such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Guaranty

shall remain in full force and effect.

12.

Successors and Assigns. This Guaranty shall inure to the benefit of Investor, Investor’s successors and assigns, including

the assignees of any Obligation, and shall bind the heirs, executors, administrators, personal representatives, successors and assigns

of Guarantors. No Guarantor may assign or delegate any of its obligations under this Guaranty without the prior written consent of Investor.

This Guaranty may be assigned by Investor with respect to all or any portion of the Obligations, and when so assigned, Guarantors shall

be liable to the assignees under this Guaranty without in any manner affecting the liability of Guarantors hereunder with respect to

any Obligations retained by Investor.

13. Notices. Whenever Guarantors or Investor shall desire to give or serve any notice, demand,

request or other communication with respect to this Guaranty, each such notice shall be given in writing (unless otherwise specified

herein) and shall be deemed effectively given on the earliest of:

(a) the

date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer, or by confirmed

facsimile,

(b) the

fifth business day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

third business day after mailing by domestic or international express courier, with delivery costs and fees prepaid,

each case, addressed to each of the other parties thereunto entitled at the address for such party (or Company, in respect of notices

delivered to the Guarantors) set forth in the Purchase Agreement (or at such other addresses as such party may designate by ten (10)

calendar days’ advance written notice similarly given to each of the other parties hereto).

14.

Application of Payments or Recoveries. With or without notice to Guarantors, Investor, in Investor’s sole discretion and

at any time and from time to time and in such manner and upon such terms as Investor deems fit, may (a) apply any or all payments or

recoveries from Company or from any other guarantor or endorser under any other instrument or realized from any security, in such manner

and order of priority as Investor may determine, to any indebtedness, liability or obligation of Company owed to Investor, whether or

not such indebtedness, liability or obligation is guaranteed hereby or is otherwise secured or is due at the time of such application;

and (b) refund to Company any payment received by Investor in connection with any Obligation and payment of the amount refunded shall

be fully guaranteed hereby.

15.

Setoff. Investor shall have a right of setoff against the Deposit Account. Such right is in addition to any right of setoff Investor

may have by law. All rights of setoff may be exercised without notice or demand to Guarantors. No right of setoff shall be deemed to

have been waived by any act or conduct on the part of Investor, or by any neglect to exercise such right of setoff, or by any delay in

doing so. Every right of setoff shall continue in full force and effect until specifically waived or released by an instrument in writing

executed by Investor.

16.

Miscellaneous.

16.1

Governing Law and Venue. This Guaranty shall be governed by and interpreted in accordance with the laws of the State of Utah for

contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Without

modifying Guarantors’ obligations to resolve disputes hereunder pursuant to the Arbitration Provisions (as defined below), each

Guarantor consents to and expressly agrees that exclusive venue for the arbitration of any dispute arising out of or relating to this

Guaranty or the relationship of the parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties’

obligations to resolve disputes hereunder pursuant to the Arbitration Provisions (as defined below), for any litigation arising in connection

with this Guaranty, each Guarantor hereby (a) consents to and expressly submits to the exclusive personal jurisdiction of any state court

sitting in Salt Lake County, Utah, (b) expressly submits to the exclusive venue of any such court for the purposes hereof, and (c) waives

any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim or objection to

the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

16.2

Arbitration of Claims. The parties hereto hereby incorporate by this reference the arbitration provisions set forth as an exhibit

to the Purchase Agreement (“Arbitration Provisions”). The parties shall submit all Claims (as defined in the Arbitration

Provisions) arising under this Guaranty or other agreements between the parties and their affiliates to binding arbitration pursuant

to the Arbitration Provisions. The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on

the parties hereto and are severable from all other provisions of this Guaranty. Any capitalized term not defined in the Arbitration

Provisions shall have the meaning set forth in the Purchase Agreement. By executing this Guaranty, each Guarantor represents, warrants

and covenants that such Guarantor has reviewed the Arbitration Provisions carefully, has had the opportunity to consult with legal counsel

about such provisions and either has done so or knowingly and voluntarily waived such right, understands that the Arbitration Provisions

are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set

forth in the Arbitration Provisions, and that Guarantor will not take a position contrary to the foregoing representations. Each Guarantor

acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Guarantor regarding the Arbitration

Provisions.

16.3 Entire

Agreement. Except as provided in any other written agreement now or at any time hereafter in force between Investor and Guarantors,

this Guaranty shall constitute the entire agreement of Guarantors with Investor with respect to the subject matter hereof, and no representation,

understanding, promise or condition concerning the subject matter hereof shall be binding upon Investor unless expressed herein.

16.4

Counterparts. This Guaranty may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all

of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic signature (including PDF

or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), or other transmission method,

and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

16.5

Construction. When the context and construction so require, all words used in the singular herein shall be deemed to have been

used in the plural and the masculine shall include the feminine and neuter and vice versa. The word “person” as used herein

shall include any individual, company, firm, association, partnership, corporation, trust or other legal entity of any kind whatsoever.

The headings of this Guaranty are inserted for convenience only and shall have no effect upon the construction or interpretation hereof.

16.6

Waiver. No provision of this Guaranty or right granted to Investor hereunder can be waived in whole or in part nor can Guarantors

be released from Guarantors’ obligations hereunder except by a writing duly executed by an authorized officer of Investor. Any

such waiver shall be effective only for the specific instance and purpose for which it is given.

16.7

No Subrogation. Until all indebtedness, liabilities and obligations of Company owed to Investor have been paid in full, Guarantors

shall not have any right of subrogation, contribution, or reimbursement against Company or any other guarantor.

16.8 Survival.

All representations, warranties, covenants, and obligations contained in this Guaranty shall survive the execution, delivery and performance

of this Guaranty, the creation and payment of the Obligations, and any termination or expiration of this Guaranty.

16.9 Joint

and Several Liability. Each Guarantor’s covenants, obligations and agreements set forth herein are joint and several liabilities

and obligations of such Guarantor together with every other guarantor of the Obligations, whether such other guarantors are now existing

or hereafter arising, and whether or not such other guarantors are named in this Guaranty, with respect to all Obligations, whether now

existing or hereafter arising.

[Remainder

of page intentionally left blank; signature page to follow]

WITNESS WHEREOF, each Guarantor has executed this Guaranty to be effective as of the date first set forth above.

CHAMPION SAFE COMPANY, INC.

By:

/s/ Thomas Mihalek

Thomas Mihalek, CEO

SUPERIOR SAFE CO., LLC

By:

/s/ Thomas Mihalek

Thomas Mihalek, CEO

ARH SUB, LLC

By:

/s/ Charles A. Ross, Jr.

Charles A. Ross, Jr., Manager

SAFE GUARD SECURITY PRODUCTS LLC

By:

/s/ Thomas Mihalek

Thomas Mihalek, CEO

CHAMPION SAFE DE MEXICO, S.A. DE C.V.

By:

/s/ Thomas Mihalek

Thomas Mihalek, CEO

[Signature Page to Guaranty]

EX-10.6

Filename: ex10-6.htm · Sequence: 8

Exhibit 10.6

Security

Agreement

This

Security Agreement (this “Agreement”), dated as of July 10, 2026, is executed by American Rebel Holdings, Inc., a

Nevada corporation (“Debtor”), Champion Safe Company, Inc., a Utah corporation (“Champion Safe”),

Superior Safe Co., LLC, a Utah limited liability company (“Superior Safe”), ARH Sub, LLC, a Utah limited liability

company (“ARH Sub”), Safe Guard Security Products LLC, a Utah limited liability company (“Safe Guard”),

and Champion Safe de Mexico, S.A. de C.V., a Mexican business entity (“Champion Mexico”), for the benefit of Streeterville

Capital, LLC, a Utah limited liability company, and its successors, transferees, and assigns (“Secured Party”). Champion

Safe, Superior Safe, ARH Sub, Safe Guard and Champion Mexico are referred to herein individually as a “Guarantor”

and together as “Guarantors”. Debtor and the Guarantors are referred to herein individually as a “Grantor”

and collectively as “Grantors”, and as the context may require, each reference in this Agreement to a Guarantor’s

representations, warranties, covenants, agreements, obligations and Collateral shall apply equally to Debtor as a Grantor with respect

to Debtor’s Collateral.

Debtor, the parent company of Guarantors, issued to Secured Party that certain Secured Convertible Promissory Note dated July 10, 2026

in the original principal amount of $6,235,000.00 (the “Note”).

In order to induce Secured Party to purchase the Note, Guarantors have agreed to enter into: (i) that certain Guaranty of even date herewith

among Guarantors and Secured Party (the “Guaranty”), and (ii) this Agreement to grant Secured Party a security interest

in the Collateral (as defined below).

NOW,

THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are

hereby acknowledged, each Grantor hereby agrees with Secured Party as follows:

Definitions and Interpretation. When used in this Agreement, the following terms have the following respective meanings with respect

to each Grantor:

“Collateral”

means the property described in Schedule A hereto, and all replacements, proceeds, products, and accessions thereof.

“Intellectual

Property” means all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise),

information, know-how, inventions, discoveries, published and unpublished works of authorship, processes, any and all other proprietary

rights, and all rights corresponding to all of the foregoing throughout the world, now owned and existing or hereafter arising, created

or acquired.

“Lien”

shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or

on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale

agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any

financing statement or similar instrument under the UCC or comparable law of any jurisdiction.

“Obligations”

means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising, owed by Debtor or Guarantors to

Secured Party or any affiliate of Secured Party of every kind and description, now existing or hereafter arising, whether created by

the Note, this Agreement, the Purchase Agreement, the Guaranty, any other Transaction Document (as defined in the Purchase Agreement),

any other agreement between Debtor or Guarantors and Secured Party (or any affiliate of Secured Party) or any other promissory note issued

by Debtor or Guarantors in favor of Secured Party (or any affiliate of Secured Party), any modification or amendment to any of the foregoing,

guaranty of payment or other contract or by a quasi-contract, tort, statute or other operation of law, whether incurred or owed directly

to Secured Party or as an affiliate of Secured Party or acquired by Secured Party or an affiliate of Secured Party by purchase, pledge

or otherwise, (b) all costs and expenses, including reasonable attorneys’ fees, incurred by Secured Party or any affiliate of Secured

Party in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities

or obligations described in the foregoing clause (a), (c) the payment of all other sums, with interest thereon, advanced in accordance

herewith to protect the security of this Agreement, and (d) the performance of the covenants and agreements of Grantors contained in

this Agreement and all other Transaction Documents.

“Permitted

Liens” means (a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings

for which adequate reserves have been established, and (b) Liens in favor of Secured Party under this Agreement or arising under the

other Transaction Documents or any prior agreements between a Grantor and Secured Party.

“Purchase

Agreement” means that certain Securities Purchase Agreement dated July 10, 2026 between Debtor and Secured Party pursuant to

which the Note was issued to Secured Party.

“UCC”

means the Uniform Commercial Code as in effect in the state whose laws would govern the security interest in, including without limitation

the perfection thereof, and foreclosure of the applicable Collateral.

Unless

otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC.

Grant of Security Interest. As security for the Obligations, each Grantor hereby pledges to Secured Party and grants to Secured

Party a first-priority security interest in all right, title, interest, claims and demands of each Grantor in and to such Grantor’s

Collateral, subordinate only to the Permitted Liens.

Authorization to File Financing Statements. Each Grantor hereby irrevocably authorizes Secured Party at any time and from time

to time to file in any filing office in any UCC jurisdiction or other jurisdiction of Grantor or its subsidiaries any financing statements

or documents having a similar effect and amendments thereto that provide any other information required by the Uniform Commercial Code

(or similar law of any non-United States jurisdiction, if applicable) of such state or jurisdiction for the sufficiency or filing office

acceptance of any financing statement or amendment, including whether Grantor is an organization, the type of organization and any organization

identification number issued to Grantor. Grantors agree to furnish any such information to Secured Party promptly upon Secured Party’s

request.

General Representations and Warranties. Each Grantor represents and warrants to Secured Party that (a) Grantor is the owner of

the Collateral and that no other person has any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral,

other than Permitted Liens, (b) upon the filing of UCC-1 financing statements in any applicable jurisdiction, Secured Party shall have

a perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing,

except for Permitted Liens; (c) Grantor has received at least a reasonably equivalent value in exchange for entering into this Agreement,

and (d) as such, this Agreement is a valid and binding obligation of each Grantor. Notwithstanding the foregoing, any sale, assignment,

hypothecation or other transfer of the Note or a portion of the Note where in return Secured Party receives consideration, the value

of the consideration received by Secured Party will offset any amounts owed by Grantor as of the date the consideration is received by

Secured Party.

Additional Covenants. Each Grantor hereby agrees:

5.1.

to perform all acts that may be necessary to maintain, preserve, protect and perfect in the Collateral, the Lien granted to Secured Party

therein, and the perfection and priority of such Lien;

5.2.

to procure, execute (including endorse, as applicable), and deliver from time to time any endorsements, assignments, financing statements,

certificates of title, and all other instruments, documents and/or writings reasonably deemed necessary or appropriate by Secured Party

to perfect, maintain and protect Secured Party’s Lien hereunder and the priority thereof;

5.3.

to provide at least fifteen (15) days prior written notice to Secured Party of any of the following events: (a) any changes or alterations

of Grantor’s name, (b) any changes with respect to Grantor’s address or principal place of business, and (c) the formation

of any subsidiaries of Grantor;

5.4.

upon the occurrence of an Event of Default (as defined in the Note) under the Note and, thereafter, at Secured Party’s request,

to endorse (up to the outstanding amount under such promissory notes at the time of Secured Party’s request), assign and deliver

any promissory notes included in the Collateral to Secured Party, accompanied by such instruments of transfer or assignment duly executed

in blank as Secured Party may from time to time specify;

5.5.

to the extent the Collateral is not delivered to Secured Party pursuant to this Agreement, to keep the Collateral at its current location

(unless otherwise agreed to by Secured Party in writing), and not to relocate the Collateral to any other locations without the prior

written consent of Secured Party except in the ordinary course of business;

5.6.

not to sell, transfer, assign or otherwise dispose, or offer to sell, transfer, assign or otherwise dispose, of the Collateral or any

interest therein (other than inventory or obsolete or defective assets in the ordinary course of business);

5.7.

not to, directly or indirectly, allow, grant or suffer to exist any Lien upon any of the Collateral, other than Permitted Liens;

5.8.

not to grant any license or sublicense under any of its Intellectual Property, or enter into any other agreement with respect to any

of its Intellectual Property, except in the ordinary course of Grantor’s business;

5.9.

to the extent commercially reasonable and in Grantor’s good faith business judgment: (a) to file and prosecute diligently any patent,

trademark or service mark applications pending as of the date hereof or hereafter until all Obligations shall have been paid in full,

(b) to make application on unpatented but patentable inventions and on trademarks and service marks, (c) to preserve and maintain all

rights in all of its Intellectual Property, and (d) to ensure that all of its Intellectual Property is and remains enforceable. Any and

all costs and expenses incurred in connection with each of Grantor’s obligations under this Section 5.9 shall be borne by Grantor.

Grantor shall not knowingly and unreasonably abandon any right to file a patent, trademark or service mark application, or abandon any

pending patent application, or any other of its Intellectual Property, without the prior written consent of Secured Party except for

Intellectual Property that Grantor determines, in the exercise of its good faith business judgment, is not or is no longer material to

its business;

5.10.

upon the request of Secured Party at any time or from time to time, and at the sole cost and expense (including, without limitation,

reasonable attorneys’ fees) of Grantor, Grantor shall take all actions and execute and deliver any and all instruments, agreements,

assignments, certificates and/or documents reasonably required by Secured Party to collaterally assign any and all of Grantor’s

foreign patent, copyright and trademark registrations and applications now owned or hereafter acquired to and in favor of Secured Party;

and

5.11.

at any time amounts paid by Secured Party under the Transaction Documents are used to purchase Collateral, Grantor shall perform all

acts that may be necessary, and otherwise fully cooperate with Secured Party, to cause (a) any such amounts paid by Secured Party to

be disbursed directly to the sellers of any such Collateral, (b) all certificates of title pertaining to such Collateral (as applicable)

to be properly filed and reissued to reflect Secured Party’s Lien on such Collateral, and (c) all such reissued certificates of

title to be delivered to and held by Secured Party.

Authorized Action by Secured Party. Each Grantor hereby irrevocably appoints Secured Party as its attorney-in-fact (which appointment

is coupled with an interest) and agrees that Secured Party may perform (but Secured Party shall not be obligated to and shall incur no

liability to Grantor or any third party for failure so to do) any act which Grantor is obligated by this Agreement to perform, and to

exercise such rights and powers as Grantor might exercise with respect to the Collateral, including the right to (a) collect by legal

proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property

now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation

or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make

any compromise or settlement, and take any action Secured Party deems advisable, with respect to the Collateral, including without limitation

bringing a suit in Secured Party’s own name to enforce any Intellectual Property; (d) endorse Grantor’s name on all applications,

documents, papers and instruments necessary or desirable for Secured Party in the use of any Intellectual Property; (e) grant or issue

any exclusive or non-exclusive license under any Intellectual Property to any person or entity; (f) assign, pledge, sell, convey or otherwise

transfer title in or dispose of any Intellectual Property to any person or entity; (g) cause the Commissioner of Patents and Trademarks,

United States Patent and Trademark Office (or as appropriate, such equivalent agency in foreign countries) to issue any and all patents

and related rights and applications to Secured Party as the assignee of Grantor’s entire interest therein; (h) file a copy of this

Agreement with any governmental agency, body or authority, including without limitation the United States Patent and Trademark Office

and, if applicable, the United States Copyright Office or Library of Congress, at the sole cost and expense of Grantor; (i) insure, process

and preserve the Collateral; (j) pay any indebtedness of Grantor relating to the Collateral; (k) execute and file UCC financing statements

and other documents, certificates, instruments and agreements with respect to the Collateral or as otherwise required or permitted hereunder;

and (l) take any and all appropriate action and execute any and all documents and instruments that may be necessary or useful to accomplish

the purposes of this Agreement; provided, however, that Secured Party shall not exercise any such powers granted pursuant to clauses

(a) through (g) above prior to the occurrence of an Event of Default and shall only exercise such powers following the occurrence of

an Event of Default or event of default or breach of the Guaranty. The powers conferred on Secured Party under this Section 6 are solely

to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Secured Party shall be

accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither Secured Party nor

any of its stockholders, directors, officers, managers, employees or agents shall be responsible to Grantor for any act or failure to

act, except with respect to Secured Party’s own gross negligence or willful misconduct. Nothing in this Section 6 shall be deemed

an authorization for Grantor to take any action that it is otherwise expressly prohibited from undertaking by way of other provision

of this Agreement.

Default and Remedies.

7.1.

Default. Grantor shall be deemed in default under this Agreement upon the occurrence of an Event of Default.

7.2.

Remedies. Upon the occurrence of any such Event of Default, Secured Party shall have the rights of a secured creditor under the

UCC, all rights granted by this Agreement and by law, including, without limiting the foregoing, (a) the right to require Grantor to

assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party, and (b) the right to peaceably

take possession of the Collateral, and for that purpose Secured Party may peaceably enter upon premises on which the Collateral may be

situated and remove the Collateral therefrom. Grantor hereby agrees that fifteen (15) days’ notice of a public sale of any Collateral

or notice of the date after which a private sale of any Collateral may take place is reasonable. In addition, Grantor waives any and

all rights that it may have to a judicial hearing in advance of the enforcement of any of Secured Party’s rights and remedies hereunder,

including, without limitation, Secured Party’s right following an Event of Default to take immediate possession of Collateral and

to exercise Secured Party’s rights and remedies with respect thereto. Secured Party may also have a receiver appointed to take

charge of all or any portion of the Collateral and to exercise all rights of Secured Party under this Agreement. Secured Party may exercise

any of its rights under this Section 7.2 without demand or notice of any kind. The remedies in this Agreement, including without limitation

this Section 7.2, are in addition to, not in limitation of, any other right, power, privilege, or remedy, either in law, in equity, or

otherwise, to which Secured Party may be entitled. No failure or delay on the part of Secured Party in exercising any right, power, or

remedy will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof

or the exercise of any other right hereunder. All of Secured Party’s rights and remedies, whether evidenced by this Agreement or

by any other agreement, instrument or document shall be cumulative and may be exercised singularly or concurrently.

7.3.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies

in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Secured Party

(a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition, (b) to fail to obtain

third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental

or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection

remedies against account Grantors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse

claims against Collateral, (d) to exercise collection remedies against account Grantors and other persons obligated on Collateral directly

or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications

or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not

in the same business as Grantor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more

professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to

dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that

have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather

than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party

against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection

or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment

bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Grantor

acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party

would fulfill Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that

other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated

in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Grantor

or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence

of this Section.

7.4.

Marshalling. Secured Party shall not be required to marshal any present or future Collateral for, or other assurances of payment

of, the Obligations or to resort to such Collateral or other assurances of payment in any particular order, and all of its rights and

remedies hereunder and in respect of such Collateral and other assurances of payment shall be cumulative and in addition to all other

rights and remedies, however existing or arising. To the extent that it lawfully may, Grantor hereby agrees that it will not invoke any

law relating to the marshalling of Collateral which might cause delay in or impede the enforcement of Secured Party’s rights and

remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations

is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully

may, Grantor hereby irrevocably waives the benefits of all such laws.

7.5.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the

avails of any remedy hereunder (as well as any other amounts of any kind held by Secured Party at the time of, or received by Secured

Party after, the occurrence of an Event of Default) shall be paid to and applied as follows:

(a)

First, to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure

or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances,

including reasonable legal expenses and reasonable attorneys’ fees, incurred or made hereunder by Secured Party;

(b)

Second, to the payment to Secured Party of the amount then owing or unpaid on the Note (to be applied first to accrued interest and second

to outstanding principal) and all amounts owed under any of the other Transaction Documents or other documents included within the Obligations;

and

(c)

Third, to the payment of the surplus, if any, to Grantor, its successors and assigns, or to whosoever may be lawfully entitled to receive

the same.

the absence of final payment and satisfaction in full of all of the Obligations, Grantor shall remain liable for any deficiency.

Miscellaneous.

8.1.

Notices. Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”

in the Purchase Agreement, the terms of which are incorporated herein by this reference.

8.2.

Non-waiver. No failure or delay on Secured Party’s part in exercising any right hereunder shall operate as a waiver thereof

or of any other right nor shall any single or partial exercise of any such right preclude any other further exercise thereof or of any

other right.

8.3.

Amendments and Waivers. This Agreement may not be amended or modified, nor may any of its terms be waived, except by written instruments

signed by Grantor and Secured Party. Each waiver or consent under any provision hereof shall be effective only in the specific instances

for the purpose for which given.

8.4.

Assignment. This Agreement shall be binding upon and inure to the benefit of Secured Party and Grantor and their respective successors

and assigns; provided, however, that no Grantor may sell, assign or delegate rights and obligations hereunder without the prior

written consent of Secured Party. Secured Party may freely assign, transfer, or delegate any or all of its rights, interests, and obligations

under this Agreement without the consent of any Grantor.

8.5.

Cumulative Rights, etc. The rights, powers and remedies of Secured Party under this Agreement shall be in addition to all rights,

powers and remedies given to Secured Party by virtue of any applicable law, rule or regulation of any governmental authority, or the

Note, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing

Secured Party’s rights hereunder. Grantor waives any right to require Secured Party to proceed against any person or entity or

to exhaust any Collateral or to pursue any remedy in Secured Party’s power.

8.6.

Partial Invalidity. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve

the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

8.7.

Expenses. Grantor shall pay on demand all reasonable fees and expenses, including reasonable attorneys’ fees and expenses,

incurred by Secured Party in connection with the custody, preservation or sale of, or other realization on, any of the Collateral or

the enforcement or attempt to enforce any of the Obligations which are not performed as and when required by this Agreement.

8.8.

Entire Agreement. This Agreement, the Note and the other Transaction Documents, taken together, constitute and contain the entire

agreement of Grantor and Secured Party with respect to this particular matter and supersede any and all prior agreements, negotiations,

correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter hereof.

8.9.

Governing Law; Venue. Except as otherwise specifically set forth herein, the parties expressly agree that this Agreement shall

be governed solely by the laws of the State of Utah, without giving effect to the principles thereof regarding the conflict of laws;

provided, however, that enforcement of Secured Party’s rights and remedies against the Collateral as provided herein will

be subject to the UCC. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated

herein by this reference.

8.10.

Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION,

PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED

BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW,

RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY

JURY.

8.11.

Purchase Agreement; Arbitration of Disputes. By executing this Agreement, each party agrees to be bound by the terms, conditions

and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions

(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.

8.12.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which

together shall constitute one instrument. Any electronic copy of a party’s executed counterpart will be deemed to be an executed

original.

8.13.

Time of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, Secured Party and Grantors have caused this Agreement to be executed as of the day and year first above written.

SECURED

PARTY:

Streeterville

Capital, LLC

By: /s/

John M. Fife

John

M. Fife, President

GRANTORS:

American

Rebel Holdings, Inc.

By: /s/

Charles A. Ross, Jr.

Charles

A. Ross, Jr., Chief Executive Officer

Champion

Safe Company, Inc.

By: /s/

Thomas Mihalek

Thomas

Mihalek, CEO

ARH

Sub, LLC

By: /s/

Charles A. Ross, Jr.

Charles

A. Ross, Jr., Manager

Superior

Safe Co., LLC

By: /s/

Thomas Mihalek

Thomas

Mihalek, CEO

Safe

Guard Security Products LLC

By: /s/

Thomas Mihalek

Thomas

Mihalek, CEO

Champion

Safe de Mexico, S.A. de C.V.

By: /s/

Thomas Mihalek

Thomas

Mihalek, CEO

SCHEDULE

SECURITY AGREEMENT

All

right, title, interest, claims and demands of each Grantor in and to all of such Grantor’s assets owned as of the date hereof and/or

acquired by such Grantor at any time while the Obligations are still outstanding, including without limitation, the following property:

All equity interests in all wholly- or partially-owned subsidiaries of Grantor;

All customer accounts, insurance contracts, and clients underlying such insurance contracts;

All goods and equipment now owned or hereafter acquired, including, without limitation, all laboratory equipment, computer equipment,

office equipment, machinery, fixtures, vehicles, and any interest in any of the foregoing, and all attachments, accessories, accessions,

replacements, substitutions, additions, and improvements to any of the foregoing, wherever located;

All inventory now owned or hereafter acquired, including, without limitation, all merchandise, raw materials, parts, supplies, packing

and shipping materials, work in process and finished products including such inventory as is temporarily out of Grantor’s custody

or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from

the sale or disposition of any of the foregoing and any documents of title representing any of the above, and Grantor’s books relating

to any of the foregoing;

All accounts receivable, contract rights, general intangibles, healthcare insurance receivables, payment intangibles and commercial tort

claims, now owned or hereafter acquired, including, without limitation, all patents, patent rights and patent applications (including

without limitation, the inventions and improvements described and claimed therein, and (a) all reissues, divisions, continuations, renewals,

extensions and continuations-in-part thereof, (b) all income, royalties, damages, proceeds and payments now and hereafter due or payable

under or with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (c) the

right to sue for past, present and future infringements thereof, and (d) all rights corresponding thereto throughout the world), trademarks

and service marks (and applications and registrations therefor), inventions, discoveries, copyrights and mask works (and applications

and registrations therefor), trade names, trade styles, software and computer programs including source code, trade secrets, methods,

published and unpublished works of authorship, processes, know how, drawings, specifications, descriptions, and all memoranda, notes,

and records with respect to any research and development, goodwill, license agreements, information, any and all other proprietary rights,

franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer

disks, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment

of any kind and whether in tangible or intangible form or contained on magnetic media readable by machine together with all such magnetic

media, and all rights corresponding to all of the foregoing throughout the world, now owned and existing or hereafter arising, created

or acquired;

All now existing and hereafter arising accounts, contract rights, royalties, license rights and all other forms of obligations owing

to Grantor arising out of the sale or lease of goods, the licensing of technology or the rendering of services by Grantor (subject, in

each case, to the contractual rights of third parties to require funds received by Grantor to be expended in a particular manner), whether

or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned

to or reclaimed by Grantor and Grantor’s books relating to any of the foregoing;

All documents, cash, deposit accounts, letters of credit, letter of credit rights, supporting obligations, certificates of deposit, instruments,

chattel paper, electronic chattel paper, tangible chattel paper and investment property, including, without limitation, all securities,

whether certificated or uncertificated, security entitlements, securities accounts, commodity contracts and commodity accounts, and all

financial assets held in any securities account or otherwise, wherever located, now owned or hereafter acquired and Grantor’s books

relating to the foregoing;

All other assets, goods and personal property of Grantor, wherever located, whether tangible or intangible, and whether now owned or

hereafter acquired; and

Any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds and

products thereof, including, without limitation, insurance, condemnation, requisition or similar payments and the proceeds thereof.

EX-10.7

Filename: ex10-7.htm · Sequence: 9

Exhibit

10.7

PLEDGE

AGREEMENT

This

PLEDGE AGREEMENT (this “ Agreement” ) is entered into as of July 10, 2026 by and between Streeterville Capital, LLC,

a Utah limited liability company (the “ Secured Party” ), and American Rebel Holdings, Inc., a Nevada corporation

(the “ Pledgor” ).

The Secured Party purchased from the Pledgor that certain Secured Convertible Promissory Note dated July 10, 2026 in the original

principal amount of $6,235,000.00 (the “ Note” ). The Note was issued pursuant to a certain Securities Purchase

Agreement dated July 10, 2026 between the Secured Party and the Pledgor (the “ Purchase Agreement” ). Any

capitalized term referred to herein without definition shall have the meaning ascribed to such term in the Purchase

Agreement.

The Pledgor has agreed to pledge all of the equity interests it owns in the following subsidiaries to secure performance of

Pledgor’s obligations under the Note and related documents: (i) Champion Safe Company, Inc., a Utah corporation, (ii) Superior

Safe Co., LLC, a Utah limited liability company, (iii) Safe Guard Security Products LLC, a Utah limited liability company, and (iv)

Champion Safe de Mexico, S.A. de C.V., a Mexican business entity (collectively, the “ Subsidiaries” ).

NOW,

THEREFORE, in consideration of $10.00, the premises, the mutual covenants and conditions contained herein, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Grant

of Security Interest. The Pledgor hereby pledges to the Secured Party as collateral and security for the Secured Obligations (as

defined in Section 2) and grants the Secured Party a first-position security interest in the equity interests of each of the

Subsidiaries held by the Pledgor (the “ Pledged Equity” ). The Secured Party shall have the right to exercise the

rights and remedies set forth herein and in the Transaction Documents (as defined in the Purchase Agreement) if an Event of Default

(as defined in the Note) has occurred under the Note. The Pledgor represents, warrants and covenants that it is and shall remain the

sole beneficial and record owner of the Pledged Equity, free and clear of all encumbrances, and shall defend such ownership against

all claims and demands whatsoever. Such Pledged Equity, together with any additions, replacements, accessions or substitutes

therefor or proceeds thereof, are hereinafter referred to collectively as the “ Collateral.”

2. Secured

Obligations. During the term hereof, the Collateral shall secure the performance by Pledgor of all of its obligations under the

Note and the other Transaction Documents (the “ Secured Obligations” ).

3. Perfection

of Security Interest.

(a)

The Pledgor will, at the Pledgor’s own expense, cause to be searched the public records with respect to the Collateral and

will execute, deliver, file and record (in such manner and form as the Secured Party may require), or permit the Secured Party to

file and record, as the Pledgor’s attorney-in-fact, any financing statements, any carbon, photographic or other reproduction

of a financing statement or this Agreement (which shall be sufficient as a financing statement hereunder), and any specific

assignments or other paper that may be reasonably necessary or desirable, or that the Secured Party may request, in order to create,

preserve, perfect or validate any security interest or to enable the Secured Party to exercise and enforce the Secured Party’s

rights hereunder with respect to any of the Collateral. The Pledgor hereby appoints the Secured Party as the Pledgor’s

attorney-in-fact to execute in the name and on behalf of the Pledgor such additional financing statements as the Secured Party may

request.

(b)

The Pledgor hereby authorizes the Secured Party to file one or more UCC-1 financing statements or other appropriate documents with

applicable governmental agencies to evidence, perfect, and/or protect Secured Party’s security interest in the

Collateral.

4. Assignment.

In connection with the transfer of the Note, the Secured Party may assign or transfer the whole or any part of the Secured

Party’s security interest granted hereunder. Any such assignee or transferee of the Secured Party shall be vested with all of

the rights and powers of the Secured Party hereunder with respect to the Collateral.

5. Representations,

Warranties and Covenants of the Pledgor.

(a) Title.

The Pledgor hereby represents and warrants to the Secured Party as follows with respect to the Collateral:

(i)

The Pledged Equity has been duly authorized by all necessary corporate or limited liability company action on the part of the

Subsidiaries and is duly and validly issued, fully paid and non-assessable;

(ii)

Except for the Pledgor’s 98% equity interests in Champion Safe De Mexico, S.A. de C.V., the Pledged Equity represents 100% of

the outstanding equity interests in the other Subsidiaries;

(iii)

The Pledged Equity is free from all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and

encumbrances of any kind, nature or description, and will not subject the Secured Party to personal liability by reason of being the

holder thereof;

(iv)

The Pledgor has fully performed under all agreements between it and the Subsidiaries pursuant to which the Pledged Equity was issued

and the Subsidiaries have no claims, defenses or rights of offset against the Pledgor or the Pledged Equity pursuant to the terms of

any such agreements;

(v)

The Pledgor is the sole owner of the Collateral;

(vi)

The Pledgor further agrees not to grant or create any security interest, claim, transfer restriction, lien, pledge or other

encumbrance with respect to such Collateral or attempt to or actually sell, transfer or otherwise dispose of the Collateral, until

the Secured Obligations have been paid and performed in full; and

(vii)

This Agreement constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms (except as

the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar

laws now or hereafter in effect).

(b) Other.

(i)

The Pledgor fully intends to fulfill and has the capability of fulfilling the Secured Obligations to be performed by the Pledgor in

accordance with the terms of the Note.

(ii)

The Pledgor is not acting, and has not agreed to act, in any plan to sell or dispose of any Pledged Equity in a manner intended to

circumvent the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act” ), or

any applicable state law.

(iii)

The Pledgor has been advised by counsel of the elements of a bona-fide pledge for purposes of determining the holding period for

restricted securities under Rule 144(d)(3)(iv) under the Securities Act, including the relevant U.S. Securities and Exchange

Commission interpretations, and affirms that the pledge of units by the Pledgor pursuant to this Agreement will constitute a

bona-fide pledge of such units for purposes of such Rule.

(iv)

The Pledgor will not consent to or otherwise approve of, or cause the Subsidiaries to consent to or otherwise approve of, or take

any action that amends or alters the rights of the Pledged Equity to the detriment of the Secured Party without the written consent

of the Secured Party to such amendment. The Pledgor further covenants and agrees not to take any action that would impair the

Secured Party’s rights hereunder or as a holder of the Pledged Equity without the written consent of the Secured

Party.

6. Collection

of Dividends and Interest. After the occurrence of any Event of Default, the Secured Party shall be authorized to collect and

receive as additional Collateral all dividends, distributions, interest payments, and other amounts that may be, or may become, due

on any of the Collateral, to be held under the terms hereof in the same manner as the Collateral, and Pledgor hereby irrevocably

directs each Subsidiary to pay all such amounts directly to Secured Party upon Secured Party’s written demand.

7. Voting

Rights. During the term of this Agreement and until such time as this Agreement has terminated or the Secured Party has

exercised the Secured Party’s rights under this Agreement to foreclose the Secured Party’s interest in the Collateral,

the Pledgor shall have the right to exercise any voting rights evidenced by, or relating to, the Collateral, provided that such

voting rights shall not be exercised in any manner that would materially impair the value of the Collateral or be inconsistent with

or violate any provisions of this Agreement.

8. Warrants

and Options. In the event that, during the term of this Agreement, subscription, spin-off, warrants, dividends, or any other

rights or option shall be issued in connection with the Collateral, such warrants, dividends, rights and options shall immediately

be deemed to have become part of the Collateral and, to the extent such items of Collateral are certificated, shall promptly be

delivered to the Secured Party to be held under the terms hereof in the same manner as the Collateral.

9. Preservation

of the Value of the Collateral. The Pledgor shall pay all taxes, charges, and assessments against the Collateral and do all acts

necessary to preserve and maintain the value thereof.

10. The

Secured Party as the Pledgor’s Attorney-in-Fact.

(a)

The Pledgor hereby irrevocably appoints the Secured Party as the Pledgor’s attorney-in-fact, with full authority in the place

and stead of the Pledgor and in the name of the Pledgor, the Secured Party or otherwise, only after the occurrence of an Event of

Default under either Note, from time to time at the Secured Party’s discretion, to take any action and to execute any

instrument, that the Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Agreement,

including: (i), to receive, endorse, and collect all instruments made payable to the Pledgor representing any dividend, interest

payment or other distribution in respect of the Collateral or any part thereof to the extent permitted hereunder and to give full

discharge for the same and to execute and file governmental notifications and reporting forms; and (ii) to arrange for the transfer

of the Collateral on the books of the Subsidiaries or any other person to the name of the Secured Party or to the name of the

Secured Party’s nominee.

(b)

In addition to the designation of the Secured Party as the Pledgor’s attorney-in-fact in subsection (a), the Pledgor hereby

irrevocably appoints the Secured Party as the Pledgor’s agent and attorney-in-fact, only after the occurrence of an Event of

Default, to make, execute and deliver any and all documents and writings which may be necessary or appropriate for approval of, or

be required by, any regulatory authority located in any city, county, state or country where the Pledgor or the Subsidiaries engages

in business, in order to transfer or to more effectively transfer any of the Pledged Equity or otherwise enforce the Secured

Party’s rights hereunder.

11. Remedies

upon Default. After the occurrence of any Event of Default under either Note:

(a)

The Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or

otherwise available to the Secured Party, all the rights and remedies of a secured party on default under applicable law, including

without limitation the Utah Uniform Commercial Code (irrespective of whether such applies to the affected items of Collateral), and

the Secured Party may also without notice (except as specified below) (i) convert the Collateral into an electronic format, if

applicable, (ii) cause the Subsidiaries’ transfer agent, if applicable, to put all certificates evidencing the Pledged Equity

into Secured Party’s name and instruct the Subsidiaries’ transfer agent (if any) to remove all legends from such

certificates, and (iii) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange,

broker’s board or at any of the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at

such time or times and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable,

irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable

law, the Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose

of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public

sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral

payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the

part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal

that the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ notice to the

Pledgor of the time and place of any public sale or the time after which a private sale is to be made shall constitute reasonable

notification. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been

given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed

therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum

extent permitted by law, the Pledgor hereby waives any claims against the Secured Party arising because the price at which any

Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if

the Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree.

(b)

The Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial

practices of banks, insurance companies, or other financial institutions in the city and state where the Secured Party is located in

disposing of property similar to the Collateral shall be deemed to be commercially reasonable.

(c)

The Pledgor hereby acknowledges that the sale by the Secured Party of any Collateral pursuant to the terms hereof in compliance with

the Securities Act, as well as applicable “ Blue Sky” or other state securities laws, may require strict limitations as

to the manner in which the Secured Party, or any subsequent transferee of the Collateral, may dispose thereof. The Pledgor

acknowledges and agrees that in order to protect the Secured Party’s interest it may be necessary to sell the Collateral at a

price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under

the Securities Act. The Pledgor has no objection to a sale in such a manner and agrees that the Secured Party shall have no

obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, the Pledgor

agrees that, after the occurrence of an Event of Default, the Secured Party may, subject to applicable law, from time-to-time

attempt to sell all or any part of the Collateral by a private placement, restricting the bidders and prospective purchasers to

those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, the Secured

Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed

by the Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the

Collateral. If the Secured Party shall solicit such offers, then the acceptance by the Secured Party of one of the offers shall be

deemed to be a commercially reasonable method of disposition of the Collateral.

(d)

If the Secured Party shall determine to exercise the Secured Party’s right to sell all or any portion of the Collateral

pursuant to this Section, then the Pledgor agrees that, upon request of the Secured Party, the Pledgor, at the Pledgor’s own

expense, shall:

(i)

execute and deliver, or cause the officers and directors of to execute and deliver, to any person, entity or governmental authority

as the Secured Party may choose, any and all documents and writings which, in the Secured Party’s reasonable judgment, may be

necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country

where the Pledgor or the Subsidiaries engage in business, in order to transfer or to more effectively transfer the Collateral or

otherwise enforce the Secured Party’s rights hereunder; and

(ii)

do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof

valid and binding and in compliance with applicable law.

The

Pledgor acknowledges that there is no adequate remedy at law for failure by the Pledgor to comply with the provisions of this Section

11 and that such failure would not be adequately compensable in damages, and therefore agrees that the Pledgor’s agreements

contained in this Section 11 may be specifically enforced.

(e)

THE PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING

PRIOR TO THE TIME THE SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF

REDEMPTION, STAY, OR APPRAISAL THAT THE PLEDGOR NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW

EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 11, ANY REQUIREMENT OF NOTICE,

DEMAND, OR ADVERTISEMENT FOR SALE.

12. Indemnity

and Expenses. The Pledgor agrees:

(a)

To indemnify and hold harmless the Secured Party and each of the Secured Party’s agents and affiliates from and against any

and all claims, damages, demands, losses, obligations, judgments and liabilities (including, without limitation, reasonable

attorneys’ fees and expenses) in any way arising out of or in connection with this Agreement or the Secured Obligations,

except to the extent the same shall arise as a result of the gross negligence or willful misconduct of the party seeking to be

indemnified; and

(b)

To pay and reimburse the Secured Party upon demand for all reasonable costs and expenses (including, without limitation, reasonable

attorneys’ fees and expenses) that the Secured Party may incur in connection with (i) the custody, use or preservation of, or

the sale of, collection from or other realization upon, any of the Collateral, including the reasonable expenses of re-taking,

holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (ii) the exercise or

enforcement of any rights or remedies granted hereunder, under the Note or otherwise available to the Secured Party (whether at law,

in equity or otherwise), or (iii) the failure by the Pledgor to perform or observe any of the provisions hereof. The provisions of

this Section 13 shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations,

the termination of the commitments of the Secured Party under the Note and the termination of this Agreement.

14. Duties

of the Secured Party. The powers conferred upon the Secured Party hereunder are solely to protect the Secured Party’s

interests in the Collateral and shall not impose on the Secured Party any duty to exercise such powers. Except as provided in

Section 9-207 of the Uniform Commercial Code of the State of Utah, the Secured Party shall have no duty with respect to the

Collateral or any responsibility for taking any necessary steps to preserve rights against any persons with respect to any

Collateral.

15. Governing

Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without

giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction)

that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the

Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.

16. Arbitration

of Claims. Each party agrees to be bound by the Arbitration Provisions (as defined in the Purchase Agreement) set forth as an

exhibit to the Purchase Agreement. For clarity, such arbitration shall be conducted in Salt Lake City, Utah.

17. Amendments;

etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by the Pledgor herefrom shall in any

event be effective unless the same shall be in writing and signed by the Secured Party, and then such waiver or consent shall be

effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Secured Party to

exercise, and no delay in exercising any right under this Agreement, any other document or documents delivered in connection with

the transactions contemplated by the Note, this Agreement or any other agreement entered into in conjunction herewith or therewith,

or otherwise with respect to any of the Secured Obligations, shall operate as a waiver thereof; nor shall any single or partial

exercise of any right under this Agreement, any other Transaction Document, or otherwise with respect to any of the Secured

Obligations preclude any other or further exercise thereof or the exercise of any other right. The remedies provided for in this

Agreement or otherwise with respect to any of the Secured Obligations are cumulative and not exclusive of any remedies provided by

other agreement or applicable law.

18. Notices.

Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed

effectively given on the earliest of: (a) the date delivered, if delivered by personal delivery as against written receipt therefor

or by e-mail to an executive officer, or by facsimile (with successful transmission confirmation), (b) the earlier of the date

delivered or the third business day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (c)

the earlier of the date delivered or the third business day after mailing by express courier, with delivery costs and fees prepaid,

in each case, addressed to each of the other parties thereunto entitled at the addresses set forth in the Purchase Agreement in the

“ Notices” section (or at such other addresses as such party may designate by five (5) calendar days’ advance

written notice similarly given to each of the other parties hereto).

19. Continuing

Security Interest; Term. This Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in

full force and effect until the indefeasible payment and performance in full of all the Secured Obligations; (b) be binding upon the

Pledgor and the Pledgor’s successors and assigns; and (c) inure to the benefit of the Secured Party and the Secured

Party’s successors, transferees, and assigns. Upon written confirmation by Secured Party of the indefeasible payment and

performance in full of all of the Secured Obligations, the security interests granted herein shall terminate, all rights to the

Collateral shall revert to the Pledgor and the term of this Agreement shall end. Upon any such termination, the Secured Party, at

the Pledgor’s expense, shall execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to

evidence such termination. Such documents shall be prepared by the Pledgor and shall be in form and substance reasonably

satisfactory to the Secured Party. Notwithstanding any other provision contained herein, all provisions of this Agreement that by

their nature are intended to survive the termination of this Agreement shall so survive such termination.

20. Security

Interest Absolute. To the maximum extent permitted by law, all rights of the Secured Party, all security interests hereunder,

and all obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of:

(a)

any lack of validity or enforceability of any of the Secured Obligations or any other agreement or instrument relating thereto,

including any of the Transaction Documents;

(b)

any change in the time, manner, or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other

amendment or waiver of or any consent to any departure from any of the Transaction Documents, or any other agreement or instrument

relating thereto;

(c)

any exchange, release, or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure

from any guaranty for all or any of the Secured Obligations; or

(d)

any other circumstances that might otherwise constitute a defense available to, or a discharge of, the Pledgor.

21. Headings.

Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a

part of this Agreement or be given any substantive effect.

22. Severability.

If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of

the parties to the fullest extent permitted by law and the balance of this Agreement shall remain in full force and

effect.

23. Counterparts;

Electronic Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and

all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by

facsimile or email shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party

delivering an executed counterpart of this Agreement by facsimile or email also shall deliver an original executed counterpart of

this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, or binding

effect hereof.

24. Waiver

of Marshaling. Each of the Pledgor and the Secured Party acknowledges and agrees that in exercising any rights under or with

respect to the Collateral the Secured Party: (a) is under no obligation to marshal any Collateral; (b) may, in the Secured

Party’s absolute discretion, realize upon the Collateral in any order and in any manner the Secured Party so elects; and (c)

may, in the Secured Party’s sole and absolute discretion, apply the proceeds of any or all of the Collateral to the Secured

Obligations in any order and in any manner the Secured Party so elects, without any duty to maximize recovery or minimize losses.

The Pledgor and the Secured Party waive any right to require the marshaling of any of the Collateral.

25.Waiver of Jury Trial. THE PLEDGOR AND THE SECURED PARTY HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR

CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT

CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. THE PLEDGOR AND THE SECURED PARTY

REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION

WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE

COURT.

26. Attorneys’

Fees. In the event of any action at law or in equity to enforce or interpret the terms of this Agreement, the parties agree that

the prevailing party shall be entitled to an additional award of the full amount of the reasonable attorneys’ fees and

expenses paid by such prevailing party in connection with the dispute without reduction or apportionment based upon the individual

claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair a court’s power to award fees

and expenses for frivolous or bad faith pleading.

27. Recitals.

The recitals of this Agreement are contractual in nature and are hereby agreed to and incorporated into this Agreement.

28. Further

Assurances. At any time and from time to time, upon the written request of the Secured Party, the Pledgor will promptly (and in

any event within three (3) business days) execute and deliver any and all such further instruments and documents as the Secured

Party may reasonably deem necessary to obtain the full benefits and security of this Agreement, including, without limitation,

executing and filing such financing or continuation statements, securities account control agreements or amendments thereto, as may

be necessary or desirable or that the Secured Party may reasonably request in order to perfect, preserve and enforce the security

interest created hereby.

THE

PROXIES AND POWERS GRANTED BY THE PLEDGOR PURSUANT TO THIS AGREEMENT ARE COUPLED WITH AN INTEREST AND ARE GIVEN TO SECURE THE PERFORMANCE

OF THE PLEDGOR’S OBLIGATIONS UNDER THIS AGREEMENT.

[Remainder

of page intentionally left blank; signature page to follow]

WITNESS WHEREOF, the Pledgor and the Secured Party have caused this Agreement to be duly executed and delivered (by their duly authorized

officers, as applicable), as of the date first written above.

PLEDGOR:

AMERICAN REBEL HOLDINGS, INC.

By:

/s/

Charles A. Ross, Jr.

Charles

A. Ross, Jr., Chief Executive Officer

SECURED

PARTY:

STREETERVILLE CAPITAL, LLC

By:

/s/

John M. Fife

John

M. Fife, President

EX-10.8

Filename: ex10-8.htm · Sequence: 10

Exhibit

10.8

THE

EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH

THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE

AGREEMENT

This

Exchange Agreement (this “Agreement”) is entered into and effective as of July 13, 2026 (the “Effective Date”),

by and between AGILE CAPITAL FUNDING, LLC (“Agile,” “Lender” or “Holder”), and AMERICAN REBEL HOLDINGS,

INC., a Nevada corporation (“AREB,” “Borrower” or the “Company”). Agile and Company may be referred

to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS,

Borrower and Lender entered into that certain Secured Promissory Note dated December 4, 2025, as amended from time to time (the “Note”),

and except as otherwise provided herein, terms defined in the Note shall have the same meaning when used herein;

WHEREAS,

pursuant to the most recent amendment to the Note, Borrower agreed to a weekly payment schedule of $16,775.00 per week, beginning April

15, 2026;

WHEREAS,

the Parties desire to settle a portion of the outstanding obligations under the Note through the issuance of shares of Borrower’s

common stock, par value $0.001 per share (the “Common Stock”), in accordance with the terms of this Agreement;

WHEREAS,

as of July 10, 2026, the Company has 21,844,918 shares of Common Stock issued and outstanding;

WHEREAS,

the obligations to be settled under this Agreement consist of eleven (11) weekly payments of $16,775.00 each, for a total base debt amount

of $184,525.00, resulting in a total settlement amount of $184,525.00 (the “Settlement Amount”);

WHEREAS,

the conversion price for the Settlement Amount is $0.1725 per share (the “Conversion Price”), which the Parties acknowledge

equals seventy five percent (75%) of the the lowest traded price in the five (5) day pricing period;

WHEREAS,

based on the Settlement Amount and the Conversion Price, the Company shall issue 1,069,710 shares of Common Stock to Agile, rounded down

to the nearest whole share (the “Exchange Shares” or “Settlement Shares”), and the Parties agree that no fractional

share or cash adjustment shall be required;

WHEREAS,

the Parties acknowledge that the issuance of 1,069,710 Exchange Shares is below the 4.99% beneficial ownership limitation reflected in

this Agreement and the Memorandum attached hereto as Exhibit A;

WHEREAS,

the Parties agree that the Note and the obligations represented thereby constitute a “security,” as that term is commonly

defined under the applicable rules and regulations of the Securities Act of 1933, as amended from time to time (the “Securities

Act”), and that Agile is an existing security holder of the Company by virtue of Agile’s ownership of the Note;

WHEREAS,

the Note was originally issued on December 4, 2025 and has been held for more than 180 days before the Effective Date, and the Parties

intend that the holding period of the Exchange Shares tack to Agile’s holding period of the Note for purposes of Rule 144 under

the Securities Act, subject to the requirements and conditions of Rule 144 and applicable law;

WHEREAS,

the transactions contemplated hereby are intended to be effected in compliance with, and to otherwise satisfy, the requirements of Section

3(a)(9) of the Securities Act; and

WHEREAS,

other than the surrender, cancellation and settlement of the obligations described herein, no cash or other consideration of any kind

whatsoever shall be paid or given by Agile to the Company in connection with this Agreement.

NOW,

THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Recitals and Definitions. Each of the Parties acknowledges and agrees that the recitals set forth above are true and accurate, are

contractual in nature, and are hereby incorporated into and made a part of this Agreement. The “Exchange” means the exchange,

surrender, cancellation and settlement of the Settlement Amount in consideration for the issuance of the Exchange Shares to Agile, all

on the terms set forth in this Agreement and the Debt Settlement and Equity Conversion Memorandum attached hereto as Exhibit A (the “Memorandum”).

The “Settled Installments” means the eleven (11) weekly payments of $16,775.00 each, totaling $184,525.00, that are being

settled pursuant to this Agreement.

Issuance of Exchange Shares; Settlement Calculations. Pursuant to the terms and conditions of this Agreement, the Company shall issue

the Exchange Shares, without a restrictive legend and freely-tradeable to Agile on the Effective Date, July 13, 2026 (the “Issuance

Date”), and the Exchange shall occur with Agile surrendering the Settlement Amount to the Company on the Issuance Date. The Exchange

Shares shall be delivered via DWAC to Agile’s designated brokerage account. The Parties agree and certify that: (a) the Company

has 21,884,918 shares of Common Stock issued and outstanding as of the Effective Date; (b) the Settled Installments equal $184,525.00;

(c) the total Settlement Amount equals $184,525.00; (d) the Conversion Price equals $0.1725 per share; and (e) $184,525.00 divided by

$0.1725 equals 1,069,710.144 shares, resulting in 1,069,710 Exchange Shares after rounding down to the nearest whole share. The Parties

agree that issuance of 1,069,710 Exchange Shares shall fully satisfy the Settlement Amount and that no fractional share, cash payment

or other adjustment shall be required for the fractional remainder. This Agreement documents a one-time settlement and exchange event

effective as of the Effective Date and does not create a recurring or ongoing conversion obligation.

Effect of Settlement; Remaining Note Balance. Upon issuance of the Exchange Shares, the Settlement Amount of $184,525.00 shall be

deemed fully satisfied. The Parties acknowledge that, before giving effect to this Agreement, the outstanding balance under the Note

was $334,500.00. The Settled Installments shall reduce such outstanding principal balance by $184,525.00, resulting in a remaining outstanding

principal balance of $149,975.00 under the Note. Except as expressly settled, amended or modified by this Agreement, all remaining obligations

under the Note, including the remaining principal balance of $149,975.00, shall remain in full force and effect.

Beneficial Ownership Limitation. The Company shall not issue, and Agile shall not receive, Exchange Shares to the extent such issuance

would cause Agile to beneficially own more than 4.99% of the issued and outstanding Common Stock of the Company, calculated in accordance

with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. The Parties acknowledge

that the Memorandum reflects a maximum permitted ownership threshold of 1,090,061 shares and that the issuance of 1,069,710 Exchange

Shares is below such threshold. The Company represents that, assuming Agile owns no shares of the Company’s Common Stock as of

the date of this Agreement, the issuance of the Exchange Shares will not result in Agile exceeding the 4.99% beneficial ownership limitation.

Closing. The closing of the Exchange shall occur on the Effective Date by means of the exchange by email of PDF documents and counterpart

signature pages, and shall be deemed completed as of the Effective Date upon execution and delivery of this Agreement by both Parties

and delivery of issuance instructions to the Company’s transfer agent.

Section 3(a)(9); Holding Period, Tacking and Legal Opinion. The Parties intend that the Exchange shall qualify as an exchange exempt

from registration pursuant to Section 3(a)(9) of the Securities Act. In furtherance thereof, the Company represents and agrees that:

(a) the Company is the issuer of the Note and the Exchange Shares; (b) Agile is an existing security holder of the Company by virtue

of its ownership of the Note; (c) the Exchange Shares are being issued exclusively in exchange for and upon the surrender, cancellation

and settlement of the Settlement Amount; (d) no cash or other consideration is being paid by Agile to the Company in connection with

the Exchange; (e) no commission or other remuneration has been or will be paid or given directly or indirectly for soliciting the Exchange;

and (f) the Exchange is not being effected in a case under Title 11 of the United States Code. The Exchange Shares are being issued in

substitution for and in exchange for the settled portion of the Note obligations, and this Agreement shall not constitute a novation

or accord and satisfaction of the Note except solely to the extent of the Settlement Amount expressly described herein. For purposes

of Rule 144 under the Securities Act, the holding period of the Exchange Shares shall include Agile’s holding period of the Note

from December 4, 2025, subject to applicable law, and the Company agrees not to take a position contrary to this Section 7 in any document,

statement, setting or situation. Subject to applicable law, delivery of customary documentation by Agile, and the reasonable determination

of Company counsel or Holder’s counsel, the Company shall cooperate with Agile and the Company’s transfer agent with respect

to any Rule 144 legal opinion and issuance or legend removal process for the Exchange Shares. The Company acknowledges and understands

that the representations and agreements of the Company in this Section 7 are a material inducement to Agile’s decision to consummate

the transactions contemplated herein. In furtherance thereof, counsel to Agile shall provide an opinion that the Exchange Shares may

be resold pursuant to Rule 144 without volume or manner-of-sale restrictions which opinion shall be reasonably acceptable to counsel

to the Company (“Rule 144 Opinion”). The Company will cover all costs and fees incurred by Agile) with respect to

the issuance of the Exchange Shares, including, without limitation, the DWAC of common shares to the brokerage accounts designated by

Agile, and any transfer agent fees associated with the transactions contemplated hereunder.

Company’s Representations, Warranties and Agreements. In order to induce Agile to enter into this Agreement, Company, for itself

and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:

(a)

The Company, and each of its subsidiaries, is a corporation and/or company duly organized, validly existing and in good standing under

the laws of each respective jurisdiction for which the Company and each of its subsidiaries was incorporation and/or organized, as applicable

and each of them has the corporate power and authority to own, lease or operate its assets and properties and to conduct its business

as now being conducted. The Company, and each of its subsidiaries, is duly licensed or qualified and in good standing (or equivalent

status as applicable) in each jurisdiction in which the assets owned or leased by it or the character of its activities require it to

be licensed or qualified or in good standing (or equivalent status as applicable), except where the failure to be so licensed or qualified,

individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

(b)

The Company, and each of its subsidiaries, has the requisite corporate power and authority to enter into and perform such parties requisite

obligations under this Agreement and to issue the Exchange Shares in accordance with the terms hereof. The execution, delivery and performance

by the Company of this Agreement and the consummation by it of the transactions contemplated herein have been duly and validly authorized

by all necessary corporate action, and no further consent or authorization of the Company, any of the Company’s Board of Directors

or its stockholders is required. Once executed, this Agreement will constitute a valid and binding obligation of the Company enforceable

against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement

of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation of equitable

remedies).

(c)

The authorized capital stock of the Company, inclusive of common and preferred classes, and the shares thereof issued and outstanding

were as set forth in the Commission Documents as of the dates reflected therein. There are no agreements or arrangements under which

the Company is obligated to register the sale of any securities under the Securities Act, except as set forth in the Commission Documents.

No securities of the Company are entitled to preemptive rights and there are no outstanding debt securities and no contracts, commitments,

understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company

or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights

convertible into or exchangeable for, any shares of capital stock of the Company other than those issued or granted in the ordinary course

of business pursuant to the Company’s equity incentive and/or compensatory plans or arrangements or as disclosed in the Commission

Documents. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities,

or with respect to equity securities issued pursuant to compensatory plans or arrangements, the Company is not a party to, and it has

no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. There are no securities

or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or the consummation of the transactions

described herein or therein, except as disclosed in the Commission Documents. The Company has filed with the Commission true and correct

copies of the Company’s Certificate of Incorporation as in effect on the Delivery Date (the “Charter”), and

the Company’s Bylaws as in effect on the Delivery Date (the “Bylaws”).

(d)

The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated

hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict

with or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under,

or give rise to any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture,

note, bond, license, lease agreement, instrument or obligation to which the Company or any of its subsidiaries is a party or is bound,

(iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to

the Company or any of its subsidiaries (including federal and state securities laws and regulations and the rules and regulations of

the over-the counter markets). Except as specifically contemplated by this Agreement or as may be required under any federal or applicable

state securities laws and applicable rules of any over-the counter market for which the Company’s Common Stock trades, the Company

is not required under any federal, state or local rule or regulation to obtain any consent, authorization or order of, or make any filing

or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this

Agreement, or to issue the Common Stock to Agile in accordance with the terms hereof (other than such consents, authorizations, orders,

filings or registrations as have been obtained or made prior to the Delivery Date).

(e)

the Exchange Shares, when issued, will be duly authorized by all necessary corporate action and will be validly issued, fully paid and

non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances

of any kind, nature and description, subject to any restrictions imposed by applicable securities laws.

(f)

Company has not received any consideration in any form whatsoever for entering into this Agreement other than the surrender, cancellation

and settlement of the Settlement Amount.

(g)

Company has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s

fee or other similar payment by Company related to this Agreement or the Exchange.

(h)

Except as disclosed in the Commission Documents, since the date of the most recent audited financial statements of the Company included

or incorporated by reference in the Commission Documents, (a) there has not occurred any Material Adverse Effect, or any development

that would result in a Material Adverse Effect, and (b) the Company and its Subsidiaries have conducted their respective businesses in

the ordinary course of business consistent with past practice in all material respects.

(i)

the issuance of the Exchange Shares does not exceed Agile’s 4.99% beneficial ownership limitation based on the issued and outstanding

shares of Common Stock as of the Effective Date and the ownership representation of Agile.

(j)

the Exchange accurately reflects satisfaction of the Settlement Amount and the related reduction of the principal balance of the Note

described herein.

(k)

the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all filings

required to be filed with or furnished to the Commission by the Company under the Securities Act or the Exchange Act, including those

required to be filed with or furnished to the Commission under Section 13(a) or Section 15(d) of the Exchange Act. As of the date of

this Agreement, no subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, information

or other document with the Commission. As of its filing date, each Commission Document filed with or furnished to the Commission prior

to the date hereof and as of the Delivery Date complied in all material respects with the requirements of the Securities Act or the Exchange

Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or,

if amended or superseded by a filing prior to the date hereof and the Delivery Date, on the date of such amended or superseded filing).

The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company

under the Securities Act or the Exchange Act.

(l)

The consolidated financial statements of the Company included or incorporated by reference in the Commission Documents, together with

the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and its

then consolidated Subsidiaries as of the dates indicated, and the consolidated results of operations, cash flows and changes in stockholders’

equity of the Company and its then consolidated Subsidiaries for the periods specified (subject, in the case of unaudited statements,

to normal year-end audit adjustments which will not be material, either individually or in the aggregate) and have been prepared in compliance

with the published requirements of the Securities Act and the Exchange Act, as applicable, and in conformity with generally accepted

accounting principles in the United States (“GAAP”) applied on a consistent basis (except (i) for such adjustments

to accounting standards and practices as are noted therein and (ii) in the case of unaudited interim statements, to the extent they may

exclude footnotes or may be condensed or summary statements) during the periods involved. The summary consolidated financial data included

or incorporated by reference in the Commission Documents present fairly the information shown therein and have been compiled on a basis

consistent with that of the financial statements included or incorporated by reference in the Commission Documents, as of and at the

dates indicated. The pro forma condensed combined financial statements and the pro forma combined financial statements and any other

pro forma financial statements or data included or incorporated by reference in the Commission Documents comply with the requirements

of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation

of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect

to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation

of those statements and data. There are no financial statements (historical or pro forma) that are required to be included or incorporated

by reference in the Commission Documents that are not included or incorporated by reference as required. the Company and its Subsidiaries

do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable

interest entities” as that term is used in Accounting Standards Codification Paragraph 810-10-25-20), not described in Commission

Documents which are required to be described in the Commission Documents. All disclosures contained or incorporated by reference in the

Commission Documents, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations

of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities

Act, to the extent applicable.

(m)

The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to Title 11 of the

United States Code or any similar federal or state bankruptcy law or law for the relief of debtors, nor does the Company have any knowledge

that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings

for relief under Title 11 of the United States Code or any other federal or state bankruptcy law or any law for the relief of debtors.

(n)

There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company is a party

or to which any of the properties of the Company is subject other than proceedings that would have a Material Adverse Effect on the Company

and its subsidiaries, individually or in the aggregate, and there are no statutes, regulations, contracts or other documents that are

required to be described in any of the Commission Documents or to be filed as exhibits to any of the Commission Documents that are not

described or filed as required.

(o)

Neither the Company nor any of its subsidiaries have received written notice that any of such entities is/are not conducting its business

in compliance with all laws, rules and regulations of the jurisdictions in which the Company or any of its subsidiaries is conducting

business that are applicable to the Company or any of its subsidiaries, or any of their respective businesses or properties, except where

such non-compliance with such laws, rules and regulations would not result in a Material Adverse Effect.

(p)

The Company confirms that neither it nor any other person acting on its behalf has provided Agile or the Collateral Agent or any of its

agents, advisors or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information

concerning the Company or any of its subsidiaries.

(q)

The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which

to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, nor has the

Company received any notification that the Commission is contemplating terminating such registration. The Company is not in receipt of

an outstanding notice from the Trading Market to the effect that the Company is not in compliance with the listing or maintenance requirements

of the Trading Market. The Common Stock is eligible for participation in the DTC book entry system and have shares on deposit at DTC

for transfer electronically to third parties via DTC through the Direct Registration System (“DRS”) or Deposit/Withdrawal

at Custodian (“DWAC”) delivery system. the Company has not received notice from DTC to the effect that a suspension

of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect

to the Common Stock are being imposed or is contemplated.

(r)

The Company has not relied on and is not relying on any representations, warranties or other assurances regarding Agile other than the

representations and warranties expressly set forth in this Agreement.

(s)

The Company warrants, represents, and agrees that in executing this Agreement, it does so with full knowledge of the Company’s

rights, and that the Company has received, or has had the opportunity to receive, independent legal, tax, and business advice as to these

rights. The Company has executed this Agreement as the result of arm’s length negotiations conducted by and among the Parties and

their respective counsel or advisors, and free of any fraud, duress, or undue influence.

Agile’s Representations, Warranties and Agreements. In order to induce the Company to enter into this Agreement, Agile, for

itself and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Agile has

full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of

which have been duly authorized by all proper and necessary action; (b) no consent, approval, filing or registration with or notice to

any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations

of Agile hereunder; (c) Agile understands that the Exchange Shares are being offered and exchanged in reliance on specific exemptions

from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the

truth and accuracy of, and Agile’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of Agile set forth herein in order to determine the availability of such exemptions and Agile’s eligibility to acquire the Exchange

Shares; (d) Agile understands that no United States federal or state agency or any other governmental authority has passed upon or endorsed

the merits, fairness or suitability of the Exchange Shares; (e) Agile is acquiring the Exchange Shares for investment purposes and has

such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks

of the prospective investment in the Exchange Shares; (f) Agile owns the settled portion of the Note obligations free and clear of any

liens, claims or encumbrances and has full right and authority to surrender such obligations in exchange for the Exchange Shares; and

(g) the issuance of the Exchange Shares shall not result in Agile beneficially owning more than 4.99% of the issued and outstanding Common

Stock of the Company.

9. Certain

Definitions. Capitalized terms used in this Agreement shall have the meanings ascribed to such terms as set forth below:

(a) “Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control

with a Person, as such terms are used in and construed under Rule 144 of the Securities Act.

(b) “Business

Day” means any day other than (i) Saturday or Sunday and (ii) any other day on which commercial banks in New York, New York

are authorized or required by applicable law to close.

Documents” shall mean those documents filed by the Company with the Securities and Exchange Commission since the filing of

the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. For purposes of this Agreement, all references to

a registration statement (on any form), or prospectus, or to any amendment or supplement thereto, or any other document filed by the

Company pursuant to the Securities Act or the Exchange Act, shall be deemed to include the most recent copy of any such document filed

with the Commission through its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic

Applications system used by the Securities and Exchange Commission (collectively, “EDGAR”).

(d)

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission

thereunder.

(e) “Material

Adverse Effect” means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen

would likely have, any material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated

hereby, (ii) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any

effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company and

its Subsidiaries, taken as a whole, and/or (iii) any condition, occurrence, state of facts or event that would, or insofar as reasonably

can be foreseen would likely, prohibit or otherwise materially interfere with or delay the ability of the Company to perform any of its

obligations under this Agreement.

(f) “Securities

Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

(g)

“subsidiary” shall mean any corporation or other entity of which at least a majority of the securities or other ownership

interest having ordinary voting power for the election of directors or other persons performing similar functions are at the time owned

directly or indirectly by the Company and/or any of its other Subsidiaries.

10.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws specified

in the Note. To the extent the Note specifies a forum or venue for disputes, the Parties agree that such forum or venue shall apply to

this Agreement. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION

OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

11.

Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing Parties had signed

the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement

and signature pages by facsimile transmission or other electronic transmission, including email, shall constitute effective execution

and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures transmitted

by facsimile transmission or other electronic transmission, including email, shall be deemed original signatures for all purposes.

12.

Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement,

the Parties agree that the Party who is awarded the most money shall be deemed the prevailing Party for all purposes and shall therefore

be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing Party in connection

with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving

rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and

expenses for frivolous or bad faith pleading.

13.

No Reliance. Company acknowledges and agrees that neither Agile nor any of its officers, directors, members, managers, equity holders,

representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors

or employees except as expressly set forth in this Agreement. In making its decision to enter into the transactions contemplated by this

Agreement, Company is not relying on any representation, warranty, covenant or promise of Agile or its officers, directors, members,

managers, equity holders, agents or representatives other than as expressly set forth in this Agreement.

14.

Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the

objective of the Parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

15.

Entire Agreement; Survival of Note. This Agreement supplements the Note and constitutes the entire agreement of the Parties with

respect to the subject matter hereof. Except as expressly amended, modified, settled or satisfied by this Agreement, the Note and all

remaining obligations thereunder shall remain in full force and effect. If there is any conflict between the terms of this Agreement

and the terms of the Note or any other document or agreement between the Parties, the terms of this Agreement shall prevail solely with

respect to the Exchange, the Settlement Amount, the Exchange Shares and the matters expressly addressed herein.

16.

Amendments; Successors and Assigns. This Agreement may be amended, modified or supplemented only by written agreement of the Parties.

No provision of this Agreement may be waived except in writing signed by the Party against whom such waiver is sought to be enforced.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Company

may not assign this Agreement or any of its obligations herein without the prior written consent of Agile.

17.

Time of Essence; Further Assurances. Time is of the essence with respect to each and every provision of this Agreement. Each Party

shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other

agreements, certificates, instruments, transfer agent instructions, corporate resolutions, legal opinion support materials and documents,

as the other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation

of the transactions contemplated hereby.

18.

UCC Release Upon Payoff or Conversion. Upon the full satisfaction, payment in full, or complete conversion of the remaining outstanding

balance under the Note (including any amendments thereto), Agile shall immediately, and in no event later than five (5) business days

thereafter, take all actions necessary to release and terminate any UCC financing statement or other security interest filing made by

Agile against the Company or any of its subsidiary (including Champion Safe Co., Inc.) or their respective assets in connection with

the Note, including filing a UCC-3 termination statement or equivalent documentation. Agile agrees to cooperate with the Company and

provide any necessary authorizations or documents to effectuate such release. Notwithstanding anything herein to the contrary, the full

satisfaction and/or complete conversion of the balance under the Note shall only be satisfied upon the delivery of unrestricted, free-trading

shares to Agile’s brokerage account.

[Remainder

of page intentionally left blank]

[Signature

Page to Exchange Agreement]

WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

COMPANY:

HOLDER:

AMERICAN

REBEL HOLDINGS, INC.

AGILE

CAPITAL FUNDING, LLC

By:

/s/

Charles A. Ross, Jr.

By:

/s/

Aaron Greenblott

Name:

Charles

A. Ross, Jr.

Name:

Aaron

Greenblott

Title:

CEO

Title:

CEO

EXHIBIT

DEBT

SETTLEMENT AND EQUITY CONVERSION MEMORANDUM

(Pursuant

to Secured Promissory Note dated December 4, 2025)

This

Debt Settlement and Equity Conversion Memorandum (this “Memorandum”) is entered into and effective as of July 13, 2026 by

and between American Rebel Holdings, Inc., a Nevada corporation (“Borrower” or the “Company”), and Agile Capital

Funding, LLC (“Lender” or “Holder”). This Memorandum is incorporated into and made a part of the Exchange Agreement

to which it is attached.

Settlement

Summary

Item

Term

Effective

Date / Issuance Date

July

13, 2026

Original

Instrument

Secured

Promissory Note dated December 4, 2025, as amended

Beginning

Note Balance

$334,500.00

Settled

Installments

Ten

(11) weekly payments of $16,775.00 each

Base

Debt Settled

$184,525.00

Settlement

Fee

N/A

Total

Settlement Amount

$184,525.00

Remaining

Principal Balance

$149,975.00

Survival

of Note

All

remaining obligations under the Note remain in full force and effect unless otherwise amended

Mutual

Settlement Market Price Conversion

Item

Term

Issued

and Outstanding Common Shares

21,844,918

Five

(5) Day Pricing Period

$0.2800

Market

Price = Lowest Traded Price

$0.23

Discount

= 75% of Market Price

75%

Conversion

Price

$0.1725

per share

Calculation

$184,525.00

/ $0.2564 = 1,069,710 shares

to be Issued

1,069,710

shares of Common Stock, rounded down

Approximate

Percentage of Outstanding Shares

Approximately

4.88% of pre-issuance outstanding Common Stock

Approximately

4.67% of post-issuance outstanding Common Stock

Beneficial

Ownership Limitation

Item

Term

Beneficial

Ownership Cap

4.99%

Maximum

Permitted Ownership Threshold

1,090,061

pre-issuance shares, as reflected in the Memorandum

Issued in the Exchange

1,069,710

Compliance

The

issuance is below the stated 4.99% limitation

Effect

of Mutual Settlement

Upon

issuance of the 1,090,061 Mutual Settlement Shares, the $184,525.00 Settlement Amount shall be deemed fully satisfied. The $184,525.00

base debt component shall reduce the outstanding principal balance of the Note from $334,500.00 to $149,975.00. All remaining obligations

under the Note shall remain in full force and effect unless otherwise amended.

Representations

and Certification

●

The

Company has authority to issue Mutual Settlement Shares.

●

The

issuance complies with applicable securities laws and is intended to comply with Section 3(a)(9) of the Securities Act.

●

The

Note was issued on December 4, 2025 and has been held for more than 180 days before the Effective Date.

●

The

Parties intend that the holding period of the Settlement Shares tack to Agile’s holding period of the Note for purposes of

Rule 144, subject to applicable law and the requirements of Rule 144.

●

The

number of shares issued does not exceed the Holder’s 4.99% beneficial ownership limitation.

●

The

Settlement Shares accurately reflect satisfaction of the Mutual Settlement Amount and the debt settlement described herein.

●

This

Memorandum is executed in good faith and is intended to serve as official evidence of the settlement, exchange and conversion.

Exhibit

A Signature Acknowledgment

The

undersigned acknowledge and certify the settlement, conversion and issuance calculations set forth in this Exhibit A.

BORROWER

/ COMPANY:

LENDER

/ HOLDER:

AMERICAN

REBEL HOLDINGS, INC.

AGILE

CAPITAL FUNDING, LLC

By:

/s/

Charles A. Ross, Jr.

By:

/s/

Aaron Greenblott

Name:

Charles

A. Ross, Jr.

Name:

Aaron

Greenblott

Title:

CEO

Title:

CEO

EX-99.1

Filename: ex99-1.htm · Sequence: 11

Exhibit 99.1

GRAPHIC

Filename: ex99-1_001.jpg · Sequence: 12

Binary file (534989 bytes)

Download ex99-1_001.jpg

GRAPHIC

Filename: ex99-1_002.jpg · Sequence: 13

Binary file (513928 bytes)

Download ex99-1_002.jpg

GRAPHIC

Filename: ex99-1_003.jpg · Sequence: 14

Binary file (609239 bytes)

Download ex99-1_003.jpg

GRAPHIC

Filename: ex99-1_004.jpg · Sequence: 15

Binary file (552907 bytes)

Download ex99-1_004.jpg

GRAPHIC

Filename: ex99-1_005.jpg · Sequence: 16

Binary file (536453 bytes)

Download ex99-1_005.jpg

GRAPHIC

Filename: ex99-1_006.jpg · Sequence: 17

Binary file (549754 bytes)

Download ex99-1_006.jpg

GRAPHIC

Filename: ex99-1_007.jpg · Sequence: 18

Binary file (362077 bytes)

Download ex99-1_007.jpg

GRAPHIC

Filename: ex99-1_008.jpg · Sequence: 19

Binary file (675169 bytes)

Download ex99-1_008.jpg

GRAPHIC

Filename: ex99-1_009.jpg · Sequence: 20

Binary file (333521 bytes)

Download ex99-1_009.jpg

GRAPHIC

Filename: ex99-1_010.jpg · Sequence: 21

Binary file (503143 bytes)

Download ex99-1_010.jpg

GRAPHIC

Filename: ex99-1_011.jpg · Sequence: 22

Binary file (424308 bytes)

Download ex99-1_011.jpg

GRAPHIC

Filename: ex99-1_012.jpg · Sequence: 23

Binary file (611515 bytes)

Download ex99-1_012.jpg

GRAPHIC

Filename: ex99-1_013.jpg · Sequence: 24

Binary file (537033 bytes)

Download ex99-1_013.jpg

GRAPHIC

Filename: ex99-1_014.jpg · Sequence: 25

Binary file (621011 bytes)

Download ex99-1_014.jpg

GRAPHIC

Filename: ex99-1_015.jpg · Sequence: 26

Binary file (614121 bytes)

Download ex99-1_015.jpg

GRAPHIC

Filename: ex99-1_016.jpg · Sequence: 27

Binary file (591336 bytes)

Download ex99-1_016.jpg

GRAPHIC

Filename: ex99-1_017.jpg · Sequence: 28

Binary file (552252 bytes)

Download ex99-1_017.jpg

GRAPHIC

Filename: ex99-1_018.jpg · Sequence: 29

Binary file (518362 bytes)

Download ex99-1_018.jpg

GRAPHIC

Filename: ex99-1_019.jpg · Sequence: 30

Binary file (674566 bytes)

Download ex99-1_019.jpg

GRAPHIC

Filename: ex99-1_020.jpg · Sequence: 31

Binary file (770408 bytes)

Download ex99-1_020.jpg

GRAPHIC

Filename: ex99-1_021.jpg · Sequence: 32

Binary file (455273 bytes)

Download ex99-1_021.jpg

GRAPHIC

Filename: ex99-1_022.jpg · Sequence: 33

Binary file (578984 bytes)

Download ex99-1_022.jpg

GRAPHIC

Filename: ex99-1_023.jpg · Sequence: 34

Binary file (755800 bytes)

Download ex99-1_023.jpg

GRAPHIC

Filename: ex99-1_024.jpg · Sequence: 35

Binary file (621856 bytes)

Download ex99-1_024.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 40

v3.26.1

Cover

Jun. 25, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 25, 2026

Entity File Number

001-41267

Entity Registrant Name

AMERICAN

REBEL HOLDINGS, INC.

Entity Central Index Key

0001648087

Entity Tax Identification Number

47-3892903

Entity Incorporation, State or Country Code

Entity Address, Address Line One

218

3rd Avenue North

Entity Address, Address Line Two

#400

Entity Address, City or Town

Nashville

Entity Address, State or Province

Entity Address, Postal Zip Code

37201

City Area Code

(833)

Local Phone Number

267-3235

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration