8-K
AMERICAN REBEL HOLDINGS INC (AREB)
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) December 26, 2025
AMERICAN
REBEL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41267 | 47-3892903 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> incorporation) | (Commission<br> <br><br> File Number) | (IRS<br> Employer <br><br> Identification No.) |
| 218 3rd Avenue North**, #400**<br><br> <br>Nashville, Tennessee | 37201 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.001 par value | AREB | The<br> Nasdaq Stock Market LLC |
| Common<br> Stock Purchase Warrants | AREBW | The<br> Nasdaq Stock Market LLC |
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 ☐
If 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. ☐
Item1.01. Entry into a Material Definitive Agreement.
RAEK Data Additional Membership Interest Purchase
On December 26, 2025, the Company exercised its option to purchase additional membership interests of RAEK Data, LLC (“RAEK”) pursuant to Section 1.06 of that certain Minority Membership Interest Purchase Agreement, effective as of September 30, 2025 (the “Agreement”).
The Company purchased from RAEK additional membership interests in RAEK equal to a fully diluted ownership interest percentage of two percent (2.0%) (the “Additional Interests”). The purchase price for the Additional Interests was One Million Dollars ($1,000,000.00) (the “Option Purchase Price”). The Company paid the Option Purchase Price in shares of its Series D Convertible Preferred Stock, $0.001 par value per share (the “Series D Preferred”), with a stated value of $7.50 per share. Based on such stated value, the Company delivered 133,334 shares of Series D Preferred (aggregate stated value $1,000,005.00), the additional $5.00 shall be documented as an administrative fee for the transaction.
The foregoing description of the RAEK option exercise and purchase of additional RAEK membership interests and of all of the parties’ rights and obligations under the option exercise are qualified in its entirety by reference to the RAE option exercise notice, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and of which is incorporated herein by reference.
True Speed Enterprises Sponsorship Agreement
Effective December 31, 2025, the Company entered into a Sponsorship Agreement (the “Sponsorship Agreement”) with True Speed Enterprises, Inc. (“TSE”), a company owned by Tony Stewart. TSE has granted the Company exclusivity in relation to the beer category to certain sponsorship benefits, as defined under the Sponsorship Agreement, associated with TSE and its affiliated entities. Under the terms of the Sponsorship Agreement, the Company agreed to a sponsorship fee in the total amount of $750,007.50. Such consideration was paid through the issuance of 100,001 shares of the Company Series D Convertible Preferred stock, valued at $7.50 per share, which was fully paid and issued to TSE and an affiliate of TSE upon execution of the Sponsorship Agreement. The term of the Sponsorship Agreement runs through December 31, 2026.
The Company has agreed to file a registration statement on Form S-1 with the Securities and Exchange Commission within ten (10) business days of the execution of the Agreement, registering the resale of the Common Stock underlying the Series D Convertible Preferred Stock issued thereunder, which shall include the registration of the Common Stock underlying the 42,667 shares of Series D Convertible Preferred Stock issued to Tony Stewart Racing Nitro, LLC, an affiliate of TSE, in October of 2025. The Company has agreed to use its best efforts to cause any such registration statement to be declared effective as promptly as reasonably practicable and to maintain the effectiveness of such registration for as long as required by applicable law.
The Sponsorship Agreement contains, among other provisions, certain representations and warranties by the parties, intellectual property protection covenants, certain indemnification rights in favor of each party and customary confidentiality provisions.
The foregoing description of the Sponsorship Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsorship Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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Amended and Restated 2025 Stock Incentive Plan
On December 31, 2025, Company’s board of directors approved amending and restating the 2025 Stock Incentive Plan (the “SIP”). The SIP is intended to enable the Company to continue to attract able employees, officers, directors and consultants and to provide a means whereby those individuals upon whom the responsibilities rest for growth of the Company, and whose present and potential contributions are of importance, can acquire and maintain Common Stock ownership, thereby strengthening their concern for the Company’s welfare. The aggregate maximum number of shares of Common Stock (including shares underlying options or the conversion of shares of Series D Convertible Preferred Stock) that may be issued under the SIP pursuant to past or future awards of Restricted Shares, Shares underlying the conversion of currently outstanding preferred stock issued for services or Options will be limited to 1,250,000 shares of Common Stock, which shall not be adjusted upon the enactment of a reverse stock split. The number of shares of Common Stock that are the subject of awards under the SIP which are forfeited or terminated, are settled in cash in lieu of shares of Common Stock or in a manner such that all or some of the shares covered by an award are not issued to a participant or are exchanged for awards that do not involve shares will again immediately become available to be issued pursuant to awards granted under the SIP. If shares of Common Stock are withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of Common Stock will be treated as shares that have been issued under the SIP and will not again be available for issuance under the SIP. A copy of the Amended and Restated SIP is attached hereto as Exhibit 10.3.
Item2.03. 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.
Item3.02 Sale of Unregistered Securities.
On December 31, 2025, the Company issued 133,334 shares of Series D Convertible Preferred Stock, valued at $1,000,005, to RAEK data pursuant to the option exercise described in Item 1.01 above.
On December 31, 2025, the Company issued 63,334 shares of Series D Convertible Preferred Stock to TSE, valued at $475,005, and 36,667 shares of Series D Convertible Preferred Stock to Eldora Speedway, Inc., valued at $275,002.50, pursuant to the Sponsorship Agreement set forth in Item 1.01 above for the period through December 31, 2026.
On December 31, 2025, the Company authorized the issuance of 62,211 shares of Series D Convertible Preferred Stock to Doug Grau, former president of the Company, for accrued debt (advances) in the amount of $466,581.10.
On December 31, 2025, the Company issued 73,439 shares of Series D Convertible Preferred Stock to Charles A. Ross, Jr., the Company’s chairman and CEO, for accrued bonuses and other owed amounts totaling $550,791.96. The Company reserved 367,195 shares of common stock under the Amended and Restated SIP for issuance to Mr. Ross upon conversion of the shares of Series D Convertible Preferred Stock.
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On December 31, 2025, the Company issued 69,381 shares of Series D Convertible Preferred Stock to Corey Lambrecht, the Company’s COO, President and a director, for accrued bonuses, other owed amounts and accrued board member fees totaling $520,351.28. The Company reserved 346,905 shares of common stock under the Amended and Restated SIP for issuance to Mr. Lambrecht upon conversion of the shares of Series D Convertible Preferred Stock.
On December 31, 2025, the Company issued 23,923 shares of Series D Convertible Preferred Stock to Michael Dean Smith, an independent director of the Company, for accrued board member fees totaling $179,416.67. The Company reserved 119,615 shares of common stock under the Amended and Restated SIP for issuance to Mr. Smith upon conversion of the shares of Series D Convertible Preferred Stock.
On December 31, 2025, the Company issued 23,923 shares of Series D Convertible Preferred Stock to C. Stephen Cochennet, an independent director of the Company, for accrued board member fees totaling $179,416.67. The Company reserved 119,615 shares of common stock under the Amended and Restated SIP for issuance to Mr. Cochennet upon conversion of the shares of Series D Convertible Preferred Stock.
On December 31, 2025, the Company issued 36,439 shares of Series D Convertible Preferred Stock to Larry Sinks, an independent director of the Company, for accrued board member fees of $153,291.66 and loan interest of $120,000.00. The Company reserved 102,195 shares of common stock under the Amended and Restated SIP for issuance to Mr. Sinks upon conversion of the shares of Series D Convertible Preferred Stock issued for accrued board member fees.
All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), Section 3(a)(9), 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.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| Exhibit Number | Description |
| --- | --- |
| 10.1 | RAEK Data Option Exercise Notice dated December 26, 2025 |
| 10.2 | True Speed Enterprises Sponsorship Agreement dated December 31, 2025 |
| 10.3 | Amended and Restated 2025 Stock Incentive Plan dated December 31, 2025 |
| 104 | Cover Page Interactive<br> Data File |
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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:<br> January 5, 2026 | By: | /s/ Charles A. Ross, Jr. |
| Charles<br> A. Ross, Jr.<br><br> <br>Chief<br> Executive Officer |
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Exhibit 10.1
AMERICANREBEL HOLDINGS, INC.
218 3^rd^ Avenue North, #400
Nashville, Tennessee 37201
December 26, 2025
VIAEMAIL (PDF)
RAEK Data, LLC
21950 E Country Vista Drive, Unit 400
Liberty Lake, WA 99019
Attn: Cory Crapes
Re:Notice of Exercise of Option to Purchase Additional Membership Interests
Dear Mr. Crapes:
American Rebel Holdings, Inc., a Nevada corporation (the “Buyer”), hereby provides notice to RAEK Data, LLC, a Delaware limited liability company (the “Seller”), that Buyer is exercising its option to purchase additional membership interests of Seller pursuant to Section 1.06 of that certain Minority Membership Interest Purchase Agreement, effective as of September 30, 2025 (the “Agreement”).
1. Option Exercise. Buyer hereby irrevocably elects to purchase from Seller, and Seller shall sell to Buyer, additional membership interests in Seller equal to a fully diluted ownership interest percentage of two percent (2.0%) (the “Additional Interests”), on the terms and subject to the conditions set forth in the Agreement.
2. Purchase Price; Form of Consideration. The purchase price for the Additional Interests is One Million Dollars ($1,000,000.00) (the “Option Purchase Price”). Buyer elects to pay the Option Purchase Price in shares of Buyer’s Series D Convertible Preferred Stock, $0.001 par value per share (the “Series D Preferred”), with a stated value of $7.50 per share. Based on such stated value, Buyer will deliver at Closing one hundred thirty-three thousand three hundred thirty-four (133,334) shares of Series D Preferred (aggregate stated value $1,000,005.00), the additional Five Dollars ($5.00) shall be documented as an administrative fee for the transaction.
3. Determination of Units / Membership Interests. Because the Agreement defines the Additional Interests by reference to a two percent (2.0%) fully diluted ownership interest, Buyer requests that Seller promptly provide (i) Seller’s current fully diluted capitalization schedule (including all outstanding membership units/interests and any reserved, issuable, or convertible interests, if applicable), and (ii) the resulting number of newly issued membership units to be issued to Buyer at Closing to evidence the Additional Interests. The Parties will confirm this number in writing prior to Closing.
| 1 |
| --- |
4. Closing; Deliverables. Buyer proposes that the closing of the purchase of the Additional Interests (the “Option Closing”) occur remotely by electronic exchange of documents and signatures on a mutually agreeable date that is no later than five (5) calendar days after Seller’s delivery of the information described in Paragraph 3 above (Closing shall not occur after December 31, 2025). At the Option Closing, (a) Seller will deliver documentation (including an updated membership ledger) reflecting issuance of the Additional Interests to Buyer, free and clear of any encumbrances, and (b) Buyer will deliver the Series D Preferred consideration described above and the cash remainder (if any), together with any customary certificates or authorizations reasonably requested to evidence due issuance of the Series D Preferred.
5. Notices. This notice is being delivered in accordance with the notice provisions of the Agreement. Please confirm receipt in writing.
Please contact the undersigned to coordinate the Option Closing and to exchange draft closing documents. Wire instructions for the cash remainder may be provided separately.
Sincerely,
AMERICANREBEL HOLDINGS, INC.
| By: | /s/<br> Charles A. Ross, Jr. |
|---|---|
| Name: Charles A. Ross, Jr. | |
| Title: Chief Executive Officer |
cc: DeMint Law, PLLC (Attn: Anthony N. DeMint, Esq.)
| 2 |
| --- |
Exhibit10.2
SPONSORSHIPAGREEMENT
THISSPONSORSHIP AGREEMENT (“Agreement”) is made and entered into this 31st day of December 2025 for a Term that begins on January 1, 2026 (“Effective Date”) between True Speed Enterprises, Inc., (“TSE”), and American Rebel Holdings, Inc. (“Sponsor”).
WHEREAS TSE is wholly owned by Anthony W. Stewart (AWS)
WHEREAS Tony Stewart Racing Nitro LLC (TSRN) is a wholly owned subsidiary of TSE
WHEREASTony Stewart Racing Enterprises LLC (TSRE) is a wholly owned subsidiary of TSE
WHEREASEldora Speedway, Inc (ELDORA) is wholly owned by Anthony W. Stewart
WHEREASAWS grants TSE to the right in transact on behalf of ELDORA within this Agreement
WHEREAS TSRN owns and operates a Top Fuel TSE and Funny Car TSE competing full-time with the NHRA
WHEREAS TSRE owns and operates a sprint car TSE competing full-time with the High Limit Racing Series
WHEREAS ELDORA owns and operates an oval dirt track in Rossburg, OH
WHEREAS Sponsor desires to enter into a sponsorship agreement with TSE, TSRN, TSRE and ELDORA
WHEREAS Sponsor, who manufactures and markets American Rebel Light branded beer, desires to enter into an agreement under which TSE will provide certain promotions rights to Sponsor in exchange for the Sponsorship Fee (hereinafter defined).
NOW,THEREFORE, in consideration of the mutual promises contained herein and the mutual benefits to be derived there from, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
| 1. | Sponsorship.<br> In consideration of the Sponsorship Fees contained herein, during the Term, Sponsor shall<br> receive the benefits (“Sponsorship Benefits”) set forth on Exhibit A, attached hereto and incorporated herein. |
|---|---|
| 2. | Term**:** Subject to earlier termination as provided herein, the term of this Agreement shall commence<br> as of the Effective Date and shall continue through December 31, 2026 (“Term”). |
| --- | --- |
| 3. | Compensation;<br> Preferred Stock Issuance; Registration Rights: |
| --- | --- |
| a. | Sponsor<br> shall pay TSE total consideration of $750,007.50 for the Sponsorship Benefits. Such consideration<br> shall be paid in shares of Sponsor’s Series D Convertible Preferred Stock, valued at<br> $7.50 per share (the “Preferred Stock”), to be fully issued upon execution<br> of this Agreement. Each share of Preferred Stock is convertible into 5 shares of Sponsor’s<br> common stock. Sponsor shall issue the shares of Preferred Stock as follows: 63,334 shares<br> of Preferred Stock (valued at $475,005.00) shall be issued in the name of True Speed Enterprises,<br> Inc.; and 36,667 shares of Preferred Stock (valued at $275,002.50) shall be issued in the<br> name of Eldora Speedway Inc. |
| --- | --- |
| b. | The<br> shares of Preferred Stock to be issued as consideration for the Sponsorship Benefits will<br> be structured in such a manner that in no event shall TSE be deemed to beneficially own (together<br> with TSE’s Affiliates) more than 4.99% of the Sponsor’s outstanding shares of<br> Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial<br> ownership shall be determined in accordance with Section 13(d) of the Securities Exchange<br> Act of 1934, as amended, and the rules and regulations promulgated thereunder |
| --- | --- |
| c. | Sponsor<br> shall file a registration statement on Form S-1 with the Securities and Exchange Commission<br> within ten (10) business days of the execution of this Agreement, registering the resale<br> of the Common Stock underlying the Preferred Stock issued hereunder. Sponsor shall use its<br> best efforts to cause any such registration statement to be declared effective as promptly<br> as reasonably practicable and to maintain the effectiveness of such registration for as long<br> as required by applicable law. |
| --- | --- |
| 4. | Category<br> Exclusivity. Sponsor shall be exclusive in relation to the beer category. |
| --- | --- |
| 5. | Intellectual<br> Property. The licenses granted in this Section 5 are solely for advertising and<br> promotion; the procedure for Licensed Products sales and distribution of Premiums are detailed<br> in Section 6 below.. |
| --- | --- |
| a. | License<br> to Use TSE Marks. TSE hereby grants Sponsor a non-exclusive and non-transferable license<br> to use the TSE Marks on a royalty-free basis, exclusively for the purpose of promoting Sponsor’s<br> affiliation with TSE in advertising, promotional activities or materials. For purposes of<br> this Agreement, the term “TSE Marks” will mean the trademarks, service<br> marks, tradenames, copyrights, logos, slogans and other identifying symbols and indicia of<br> TSE, TSRN, TSRE and ELDORA. Notwithstanding anything to the contrary herein, the TSE Marks<br> will remain the property of the TSE. All use of TSE Marks by Sponsor must be pre-approved<br> by TSE. Sponsor shall not have any rights to produce and sell merchandise with the TSE Marks. |
| --- | --- |
| b. | License<br> to Use Sponsor Marks. Sponsor hereby grants TSE a non-exclusive and non-transferable<br> license to use the Sponsor Marks (as defined below), on a royalty-free basis, for the purpose<br> of promoting Sponsor’s sponsorship of the TSE in advertising. For purposes of this<br> Agreement, the term “Sponsor’s Marks” will mean those Sponsor trademarks,<br> service marks, tradenames, copyrights, logos, slogans and other identifying symbols and indicia,<br> which are owned by the Sponsor. Notwithstanding anything to the contrary herein, the Sponsor’s<br> Marks will remain the property of the Sponsor. All uses of Sponsor’s Marks in connection<br> with the TSE will be in the form and format specified by the Sponsor. TSE will not use the<br> Sponsor’s Marks without the prior, express, written consent of the Sponsor. Notwithstanding<br> the foregoing, TSE will not use Sponsor’s Marks in a manner that would impair the validity<br> or enforceability of Sponsor’s Marks, harm the reputation of the Sponsor, or in any<br> way disparage or dilute Sponsor’s Marks. TSE recognizes the goodwill attached to the<br> Sponsor’s Marks belonging to the Sponsor and agrees that it shall not use the Sponsor’s<br> Marks in such a manner that confusion may arise in the public mind as to the products or<br> services for which the license being set forth herein is being granted. All uses of Sponsor’s<br> Marks by TSE will inure to the sole benefit of Sponsor. Upon expiration or termination of<br> this Agreement for any reason, TSE will immediately cease any and all use of Sponsor’s<br> Marks and will destroy or return to Sponsor all material in its possession which contain<br> any of Sponsor’s Marks. TSE shall have the right to utilize Sponsor’s Marks on<br> merchandise sales on a royalty-free basis |
| --- | --- |
| 6. | Licensed<br> Products & Premiums. Only licensees party to a written license agreement with TSE<br> are authorized to create Licensed Products. For purposes of this Agreement, the term “Licensed<br> Products” shall mean goods, services and other products (e.g., souvenir and novelty<br> items, apparel, toys and replica die-casts) displaying Sponsor Marks with TSE Marks. |
| --- | --- |
| a. | Sponsor<br> Trademarks on Licensed Products. Sponsor hereby grants TSE the exclusive right during<br> the Term and for 180 days thereafter to license, sublicense, advertise, promote, manufacture,<br> distribute and sell Licensed Products. Other than Sponsor Trademarks or any modifications,<br> deviations therefrom, all artwork and designs created by the TSE or its licensees and used<br> in combination with the TSE Trademarks are the property of TSE. |
| --- | --- |
| b. | Territory<br> & Royalties. The territory for the licenses granted in Sections 5 and 6 is all the<br> countries of the world. Sponsor will not receive royalties or other consideration from the<br> sale of Licensed Products, other goods or any other licenses granted herein. |
| --- | --- |
| 7. | Confidentiality.<br> Either party may disclose or make available (the “Disclosing Party”) to<br> the other party (the “Receiving Party”), whether orally or in physical<br> form, confidential or proprietary information concerning the Disclosing Party and/or its<br> business, products, services, marketing, promotional or technical information in connection<br> with this Agreement (collectively, the “Confidential Information”). During<br> the Term, except as otherwise required by applicable law, each party and their respective<br> agents, employees, and representatives agree that: (a) it will use the Confidential Information<br> of the Disclosing Party solely for the purpose(s) of this Agreement; and (b) it will not<br> disclose in any way any terms of this Agreement to any third party (other than the Receiving<br> Party’s employees and/or professional advisors on a need-to-know basis who are bound<br> by obligations of nondisclosure and whose limited use is at least as stringent as those contained<br> herein) without first obtaining the Disclosing Party’s written consent. For purposes<br> hereof, Confidential Information will not include information: (a) which was previously known<br> to Receiving Party; (b) which was acquired by Receiving Party from a third party which was<br> not, to the Receiving Party’s knowledge, under an obligation to Disclosing Party not<br> to disclose such information; (c) which is or becomes publicly available through no breach<br> by Receiving Party of this Agreement; or (d) which Disclosing Party gave written permission<br> to Receiving Party for disclosure. |
| --- | --- |
The Receiving Party will protect the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event less than a reasonable standard of care. When applicable, the Receiving Party will take any steps required to avoid inadvertent disclosure of materials in its possession. The Receiving Party is responsible for any breach of the confidentiality provisions of this Agreement by its employees and/or professional advisors. In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process demanding the Confidential Information, the Receiving Party will give the Disclosing Party prompt written notice of any disclosure of the Agreement terms that, in the opinion of its counsel, appears to be required by law, so that the Disclosing Party may assert any defenses to disclosure that may be available. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. Confidential Information disclosed by the Disclosing Party to the Receiving Party will at all times remain the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted under this Agreement or by any disclosure of Confidential Information under this Agreement. For Confidential Information that does not constitute “trade secrets” under applicable law, these confidentiality obligations will expire three (3) years after the termination of expiration of this Agreement.
| 8. | Termination;<br> Additional Compensation. |
|---|---|
| a. | Either<br> party may terminate this Agreement in the event of a material breach by other party within<br> a period of thirty (30) calendar days after receipt of written notice specifying the breach,<br> if the breach is not cured within such thirty (30) day time period. If TSE has committed<br> or permitted a material breach and Sponsor terminates this Agreement, then TSE (i) shall<br> refund to Sponsor the pro-rata portion of Sponsorship Fees paid by Sponsor prior to the date<br> of termination in the respective year in which the TSE has committed or permitted a material<br> breach; pro-rata portion shall be dictated by the number of events on TSE’s schedule<br> in the respective year that have occurred and the number of events that have not occurred<br> when the TSE committed or permitted a material breach; refund of Sponsorship Fees are only<br> applicable to those events that have not occurred when the TSE committed or permitted a material<br> breach. |
| --- | --- |
| b. | Either<br> party may terminate this Agreement immediately upon notice to the other party in the event<br> the other party makes an assignment for the benefit of creditors, files an involuntary petition<br> in bankruptcy or is adjudicated bankrupt or insolvent, has a receiver appointed for any portion<br> of its business or property, or has a trustee in bankruptcy or trustee in insolvency appointed<br> for it under federal or state law. |
| --- | --- |
| c. | In<br> the event Sponsor (i) fails to register the shares of Common Stock underlying conversion<br> of the Preferred Stock within sixty (60) days of the date of this Agreement; and/or (ii)<br> Sponsor’s Common Stock is suspended from trading for more than five (5) trading days<br> or delisted from the NASDAQ; Sponsor shall issue TSE, or its designees, an additional fully<br> paid 30,000 shares of Preferred Stock (valued at $225,000.00) as additional consideration<br> due to the occurrence of either of the above circumstances. |
| --- | --- |
| 9. | Non-Disparagement.<br> “Negative Behavior” shall mean any action or statement by TSE that brings TSE<br> into public disrespect, contempt, scandal or ridicule, or that shocks or offends the community<br> or any group or class thereof, or that reflects unfavorably on Sponsor or that reduces the<br> commercial value of the Sponsor’s association with the TSE. TSE represents that there<br> is no past Negative Behavior that would damage or embarrass Sponsor if made public and during<br> the Term, TSE will not engage in Negative Behavior that would damage or embarrass Sponsor.<br> TSE warrants that it shall render the Event required under this Agreement in a competent<br> and professional manner to the best of its abilities and shall comply with all of the reasonable<br> direction of TSE in connection with the performance of the Event required under this Agreement.<br> TSE warrants that it shall report promptly for the Event and that it will generally comport<br> at all times in accordance with the highest standards of conduct and behavior. |
| --- | --- |
| 10. | No<br> Partnership or Agency. Nothing in this Agreement shall be deemed to create any partnership,<br> joint venture, joint enterprise or agency relationship among the parties, and no party shall<br> have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf<br> of, or to otherwise incur any liability or obligation on behalf of, the other party hereto,<br> in the absence of a separate writing, executed by an authorized representative of the other<br> party, specifically authorizing such action. |
| --- | --- |
| 11. | Indemnification. |
| --- | --- |
| a. | TSE<br> will defend Sponsor against all third party claims, and indemnify Sponsor for all losses<br> and expenses (including reasonable attorney’s fees) arising in any way from: (a) the<br> acts or omissions of TSE, its employees, or agents in their performance of this Agreement;<br> (b) any claims arising from personal injury or death at the Event; or (c) any claims that<br> the TSE Marks infringe a third party’s intellectual property right, as long as the<br> TSE Marks have been used in the manner provided or approved by TSE. |
| --- | --- |
| b. | Sponsor<br> will defend TSE against all third party claims, and indemnify TSE for all losses and expenses<br> (including reasonable attorney’s fees) arising in any way from: (a) the negligence<br> or willful misconduct of Sponsor, its employees, or agents in their performance of this Agreement;<br> or (b) any claims that Sponsor’s Marks infringe a third party’s intellectual<br> property rights, as long as the Sponsor’s Marks have been used in the manner approved<br> by Sponsor. |
| --- | --- |
| c. | Whenever<br> any party entitled to indemnification under this Agreement (the “Indemnified Party”)<br> receives notice of any potential claim that might be subject to indemnification, that party<br> will promptly notify the party obligated to indemnify (the “Indemnifying Party”).<br> The Indemnifying Party will assume the defense of the claim through counsel designated by<br> it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle<br> or compromise any claim, or consent to the entry of any judgment, without written consent<br> of the Indemnified Party, which will not be reasonably withheld. The Indemnified Party and<br> its affiliates, employees, and representatives will cooperate with the Indemnifying Party<br> in the defense of a claim. If the Indemnifying Party fails to assume the defense of the claim<br> as soon as reasonably possible, and in any event, before the earlier of twenty (20) days<br> after receiving notice of the claim or five (5) days before the date that an answer to a<br> complaint (or its equivalent) is due, then the Indemnified Party may settle the claim on<br> behalf of and at the risk and expense of the Indemnified Party. |
| --- | --- |
| 12. | Insurance.<br> During the Term of this Agreement, TSE shall maintain the insurance coverage in line with<br> industry standards. |
| --- | --- |
| 13. | Governing<br> Law. This Agreement will be governed by and construed in accordance with the laws of<br> the State of Indiana, without regard to its conflict of law principles. |
| --- | --- |
| 14. | Representations<br> and Warranties. Each party represents, warrants, and covenants that: (a) it has full<br> power and authority (including full corporate power and authority) to enter into this Agreement<br> and to execute and deliver this Agreement and perform its obligations hereunder; (b) it is<br> a corporation duly organized, validly existing and in good standing under the laws of the<br> jurisdiction of its incorporation; (c) it has not entered into, and during the Term will<br> not enter into, any agreement that would prevent it from complying with this Agreement; (d)<br> neither the execution nor performance of this Agreement will conflict with, result in a breach<br> of, or constitute a default under any contract, license, sublicense, franchise, permit, or<br> agreement to which any party hereto is a party or by which is bound; and (e) neither the<br> execution nor performance of this Agreement will knowingly violate any statute, regulation,<br> rule, judgment, order, decree, stipulation, injunction, charge or other restriction of any<br> government, governmental agency or court to which such party is subject to or any provision<br> of the charters or bylaws of such party. |
| --- | --- |
| 15. | Release,<br> Discharge or Waiver. A party’s release, discharge, or waiver of any of this Agreement’s<br> terms or conditions is effective only if in writing and signed by that party. A party’s<br> specific waiver does not constitute a waiver by that party of any earlier, concurrent or<br> later breach or default. No waiver occurs if a party either fails to insist on strict performance<br> of this Agreement’s terms or pays or accepts money under this Agreement with knowledge<br> of a breach. |
| --- | --- |
| 16. | Force<br> Majeure. Any delay in or failure by either party in performance of this Agreement shall<br> be excused if and to the extent such delay or failure is caused by occurrences beyond the<br> control of the affected party including, but not limited to, decrees or restraints of Government,<br> acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being<br> a “Force Majeure Event”). The affected party will promptly notify the<br> other party upon becoming aware that any Force Majeure has occurred or is likely to occur<br> and will use its best efforts to minimize any resulting delay in or interference with the<br> performance of its obligations under this Agreement. |
| --- | --- |
| 17. | Notices.<br> Any notice or report required under this Agreement will be given in writing by personal delivery,<br> by certified or registered mail, return receipt requested, or by overnight courier, directed<br> to the address of the party given below or to such other address as may be substituted by<br> notice to the other party. All notices will be effective upon receipt. |
| --- | --- |
If to TSE
True Speed Enterprises, Inc.
438 Southpoint Circle
Brownsburg, IN 46112
If to Sponsor:
American Rebel Holdings, Inc.
218 3^rd^ Avenue North, #400
Nashville, TN 37201
| 18. | No<br> Assignment. This Agreement may not be assigned by any of the parties without the prior<br> written consent of the other parties. Any assignment made in violation of this paragraph<br> is void. Nonetheless, Sponsor may assign all or part of Sponsor’s rights and obligations<br> under this Agreement to any of Sponsor’s subsidiaries. |
|---|---|
| 19. | No<br> Intended Beneficiaries. Nothing in this Agreement is intended to inure to the benefit<br> of any third party. |
| --- | --- |
| 20. | Severability.<br> If any term or provision of this Agreement is held by a court of competent jurisdiction to be indefinite, invalid, void or otherwise<br> unenforceable, the remaining provisions will nevertheless continue in full force and effect. |
| --- | --- |
| 21. | Headings.<br> All headings are for reference purposes only and will not affect the meaning or interpretation<br> of this Agreement in any way. |
| --- | --- |
| 22. | Counterparts.<br> This Agreement may be executed in two or more counterparts. |
| --- | --- |
| 23. | Survival.<br> The paragraphs of this Agreement that by their nature are intended to survive its expiration<br> or termination, including, but not limited to, payment, confidentiality, indemnification,<br> insurance, governing law, representations and warranties, and survival shall survive the<br> expiration or any termination of this Agreement. |
| --- | --- |
| 24. | Entire<br> Agreement. This Agreement and the attached exhibits and schedules constitute the entire<br> agreement between TSE and Sponsor and supersede all prior agreements, understandings and<br> representations relating to the subject matter. This Agreement may only be amended, modified<br> or supplemented by a written agreement signed by all parties. |
| --- | --- |
| 25. | Investment<br> Representations. TSE, on behalf of itself, True Speed Enterprises, Inc. and Eldora Speedway<br> Inc., hereby represents and warrants to Sponsor: |
| --- | --- |
| a. | Investment Purpose. TSE, True Speed Enterprises, Inc. and Eldora Speedway Inc., are being issued<br> the shares of Preferred Stock (the “Securities”) for its own account,<br> respectively, and not with a present view towards the public sale or distribution thereof<br> in a manner that would violate the Securities Act, except pursuant to sales registered or<br> exempted from registration under the 1933 Act; provided, however, that by making<br> the representations herein, the Seller does not agree to hold any of the Securities for any<br> minimum or other specific term and reserves the right to dispose of the Securities at any<br> time and in any quantity in accordance with or pursuant to a registration statement or an<br> exemption under the 1933 Act. The Seller is acquiring the Securities hereunder in the ordinary<br> course of its business. The Seller does not presently have any agreement or understanding,<br> directly or indirectly, with any Person to distribute any of the Securities. |
| --- | --- |
| b. | Accredited Investor Status. TSE is an “accredited investor” as that term is defined<br> in Rule 501(a) of Regulation D (an “Accredited Investor”). |
| --- | --- |
| c. | Reliance on Exemptions. TSE understands that the Securities are being offered and sold to it in<br> reliance upon specific exemptions from the registration requirements of United States federal<br> and state securities laws and that the Sponsor is relying upon the truth and accuracy of,<br> and TSE’s compliance with, the representations, warranties, agreements, acknowledgments<br> and understandings of TSE set forth herein in order to determine the availability of such<br> exemptions and the eligibility of TSE to acquire the Securities. |
| --- | --- |
| d. | Information.<br> TSE and its advisors, if any, have been furnished with all materials relating to the business,<br> finances and operations of the Sponsor and materials relating to the offer and sale of the<br> Securities which have been requested by TSE or its advisors. TSE and its advisors, if any,<br> have been, and for so long as TSE holds the Securities, afforded the opportunity to ask questions<br> of the Sponsor and to inspect the Sponsor’s books and records through review of the<br> Sponsor’s public filings with the SEC. TSE has fully reviewed and analyzed the Sponsor’s<br> public filings, including the risk factors and financial statements contained therein. Notwithstanding<br> the foregoing, the Sponsor has not disclosed to TSE any material nonpublic information and<br> will not disclose such information unless such information is disclosed to the public prior<br> to or promptly following such disclosure to TSE. TSE understands that its investment in the<br> Securities involves a significant degree of risk. TSE is not aware of any facts that may<br> constitute a breach of any of the Sponsor’s representations and warranties made herein.<br> TSE has sought such accounting, legal and tax advice as it has considered necessary to make<br> an informed investment decision with respect to its acquisition of the Securities. |
| --- | --- |
| e. | Governmental Review. TSE understands that no United States federal or state agency or any other government<br> or governmental agency has passed upon or made any recommendation or endorsement of the Securities<br> or the fairness or suitability of the investment in the Securities nor have such authorities<br> passed upon or endorsed the merits of the offering of the Securities. |
| --- | --- |
| f. | Transfer or Re-sale. TSE understands that (i) the sale or re-sale of the Securities has not been<br> and is not being registered under the 1933 Act or any applicable state securities laws, and<br> the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective<br> registration statement under the 1933 Act., which the Sponsor has agreed to file including<br> TSE as a selling stockholder therein following Closing, (b) TSE shall have delivered to the<br> Sponsor, at the cost of TSE, an opinion of counsel that shall be in form, substance and scope<br> customary for opinions of counsel in comparable transactions to the effect that the Securities<br> to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,<br> which opinion shall be accepted by the Sponsor, (c) the Securities are sold or transferred<br> to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or<br> a successor rule) (“Rule 144”)) of TSE who agrees to sell or otherwise<br> transfer the Securities only in accordance with this Agreement and who is an Accredited Investor,<br> (d) TSE provides the Sponsor with reasonable assurance that the Securities can be sold, assigned<br> or transferred pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation<br> S under the 1933 Act (or a successor rule) (“Regulation S”), and TSE shall<br> have delivered to the Sponsor, at the cost of the Seller, an opinion of counsel that shall<br> be in form, substance and scope customary for opinions of counsel in corporate transactions,<br> which opinion shall be accepted by the Sponsor; (ii) any sale of such Securities made in<br> reliance on Rule 144 may be made only in accordance with the terms of said Rule and further,<br> if said Rule is not applicable, any re-sale of such Securities under circumstances in which<br> the seller (or the person through whom the sale is made) may be deemed to be an underwriter<br> (as that term is defined in the 1933 Act) may require compliance with some other exemption<br> under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither<br> the Sponsor nor any other person is under any obligation to register such Securities under<br> the 1933 Act or any state securities laws or to comply with the terms and conditions of any<br> exemption thereunder (in each case), except as required hereunder. |
| --- | --- |
| g. | Legends.<br> TSE understands that the Preferred Stock and the conversion Common Stock shares shall bear<br> any legend as required by the “blue sky” laws of any state and a restrictive<br> legend in substantially the following form (and a stop-transfer order may be placed against<br> transfer of the certificates for such Securities): |
| --- | --- |
“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE 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 (I) 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 OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.”
The legend set forth above shall be removed and the Sponsor shall issue a certificate without such legend to the holder 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 Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Sponsor 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 Sponsor so that the sale or transfer is effected. TSE 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.
| h. | Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has<br> been duly executed and delivered on behalf of TSE, and this Agreement constitutes a valid<br> and binding agreement of TSE enforceable in accordance with its terms. |
|---|
INWITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date indicated below:
| TSE: | Sponsor: | ||
|---|---|---|---|
| TRUE<br> SPEED ENTEPRISES, INC. | AMERICAN<br> REBEL HOLDINGS, INC. | ||
| By: | /s/<br> Jared Frood | By: | /s/<br> Charles A. Ross, Jr. |
| Print: | Jared<br> Frood | Print: | Charles<br> A. Ross, Jr. |
| Title: | Chief<br> Operating Officer | Title: | CEO |
| Date: | 12/31/2005 | Date: | 12/31/2025 |
ExhibitA
EldoraSpeedway
Title sponsorship of one of our marquee racing events (event TBD)
Full-season video board advertising, both on-site and integrated into the live broadcast stream
Full branding presence across the facility, including but not limited to:
| ○ | Billboard<br> placement |
|---|---|
| ○ | Suite<br> building branding |
| --- | --- |
| ○ | Live<br> band stage branding |
| --- | --- |
| ○ | Ballroom<br> staff attire during the sponsored racing event |
| --- | --- |
TonyStewart Racing Enterprises, LLC
Associate sponsorship Rico Abreu sprint car (center nose wing)
TonyStewart
Associate sponsorship Tony Stewart (2/13 Daytona International Speedway NASCAR Truck race - upper chest on driver suit, portion of helmet visor
TonyStewart Racing Nitro, LLC
Enhanced associate level sponsorship on Leah Pruett’s dragster (location to be agreed upon) with enhanced hospitality availability
Exhibit10.3
AMERICANREBEL HOLDINGS, INC.
AMENDEDAND RESTATED
2025STOCK INCENTIVE PLAN
1. Purpose
The American Rebel Holdings, Inc. Amended and Restated 2025 Stock Incentive Plan is intended to promote the best interests of American Rebel Holdings, Inc. (the “Corporation”) and its stockholders by (i) assisting the Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing an incentive to such persons to contribute to the growth and success of the Corporation’s businesses by affording such persons equity participation in the Corporation and (iii) associating the interests of such persons with those of the Corporation and its Affiliates and stockholders.
2. Definitions
As used in this Plan the following definitions shall apply:
A. “Affiliate” means (i) any Subsidiary, (ii) any Parent, (iii) any corporation, or trade or business (including, without limitation, a partnership, limited liability company or other entity) which is directly or indirectly controlled fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Corporation or one of its Affiliates, and (iv) any other entity in which the Corporation or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee.
B. “Award” means any Option or Stock Award granted hereunder or any award or grant issued for services to the Corporation prior hereto of a security that is convertible into shares of Common Stock of the Corporation.
C. “Board” means the Board of Directors of the Corporation.
D. “Cause” means: (i) conduct involving a felony criminal offense under U. S. federal or state law or an equivalent violation of the laws of any other country; (ii) dishonesty, fraud, self-dealing or material violations of civil law in the course of fulfilling the Participant’s employment or other assigned duties on behalf of the Corporation; (iii) breach of any confidentiality, employment, or other written agreement with the Corporation; or (iv) willful misconduct injurious to the Corporation or any of its Subsidiaries or Affiliates as shall be determined by the Committee.
E. “Code” means the Internal Revenue Code of 1986, and any amendments thereto.
F. “Committee” means the Board or any Committee of the Board to which the Board has delegated any responsibility for the implementation, interpretation or administration of this Plan. As of the date of the Plan, the Board has initially delegated responsibility for the administration of the Plan to the Corporation’s Compensation Committee.
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G. “Common Stock” means the common stock, $0.001 par value, of the Corporation.
H. “Consultant” means (i) any person performing consulting or advisory services for the Corporation or any Affiliate, or (ii) a director of an Affiliate.
I. “Corporation” means American Rebel Holdings, Inc., a Nevada corporation.
J. “Corporation Law” means the Nevada General Corporation Law.
K. “Deferral Period” means the period of time during which Deferred Shares are subject to deferral limitations under Section 7.D of this Plan.
L. “Deferred Shares” means an award pursuant to Section 7.D of this Plan of the right to receive shares of Common Stock at the end of a specified Deferral Period.
M. “Director” means a member of the Board.
N. “Eligible Person” means an employee of the Corporation or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan), a Director or a Consultant to the Corporation (including a Person who provided services to the Corporation prior to the adoption of this Plan) or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan).
O. “Exchange Act” means the Securities Exchange Act of 1934, as amended.
P. “Fair Market Value” means, on any given date, the current fair market value of the shares of Common Stock as determined as follows:
| (i) | If<br> the Common Stock is traded on a national securities exchange, the closing price for the day<br> of determination as quoted on such market or exchange, including the NASDAQ Global Market<br> or NASDAQ Capital Market, or the OTC Bulletin Board, whichever is the primary market or exchange<br> for trading of the Common Stock or if no trading occurs on such date, the last day on which<br> trading occurred, or such other appropriate date as determined by the Committee in its discretion,<br> as reported in The Wall Street Journal<br> or such other source as the Committee deems reliable; |
|---|---|
| (ii) | If<br> the Common Stock is regularly quoted by a recognized securities dealer but selling prices<br> are not reported, its Fair Market Value shall be the mean between the high and the low asked<br> prices for the Common Stock for the day of determination; or |
| --- | --- |
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| --- | | (iii) | In<br> the absence of an established market for the Common Stock, Fair Market Value shall be determined<br> by the Committee in good faith. | | --- | --- |
(iv) “Incentive Stock Option” means an Option (or portion thereof) intended to qualify for special tax treatment under Section 422 of the Code.
(v) “Nonqualified Stock Option” means an Option (or portion thereof) which is not intended or does not for any reason qualify as an Incentive Stock Option.
(vi) “Option” means any option to purchase shares of Common Stock granted under this Plan.
(vii) “Parent” means any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation if each of the corporations (other than the Corporation) owns stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock in one of the other corporations in such chain.
(viii) “Participant” means an Eligible Person who (i) is selected by the Committee or an authorized officer of the Corporation to receive an Award, (ii) previously was awarded for services to the Corporation a security of the Corporation that is convertible into shares of Common Stock (including, but not limited to, shares of Series D Convertible Preferred Stock), and (iii) is party to an agreement setting forth the terms of the Award, as appropriate.
(ix) “Performance Agreement” means an agreement described in Section 8 of this Plan.
(x) “Performance Objectives” means the performance objectives established pursuant to this Plan for Participants who have received grants of Performance Shares or, when so determined by the Committee, Stock Awards. Performance Objectives may be described in terms of Corporation-wide objectives or objectives that are related to the performance of the individual Participant or the Affiliate, subsidiary, division, department or function within the Corporation or Affiliate in which the Participant is employed or has responsibility. Any Performance Objectives applicable to Awards to the extent that such an Award is intended to qualify as “performance-based compensation” under Section 162(m) of the Code shall be limited to specified levels of or increases in the Corporation’s or a business unit’s return on equity, earnings per share, total earnings, earnings growth, return on capital, return on assets, economic value added, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, sales growth, gross margin return on investment, increase in the Fair Market Value of the shares, share price (including but not limited to growth measures and total stockholder return), net operating profit, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investments (which equals net cash flow divided by total capital), internal rate of return, increase in net present value or expense targets. The Awards intended to qualify as “Performance Based Compensation” under Section 162(m) of the Code shall be pre-established in accordance with applicable regulations under Section 162(m) of the Code and the determination of attainment of such goals shall be made by the Committee. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Corporation (including an event described in Section 9), or the manner in which it conducts is business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may modify such Performance Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable; provided, however, that no such modification shall be made to an Award intended to qualify as performance-based compensation under Section 162(m) of the Code unless the Committee determines that such modification will not result in loss of such qualification or the Committee determines that loss of such qualification is in the best interests of the Corporation.
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(xi) “Performance Period” means a period of time established under Section 8 of this Plan within which the Performance Objectives relating to a Performance Share or Stock Award are to be achieved.
(xii) “Performance Share” means a bookkeeping entry that records the equivalent of one share of Common Stock awarded pursuant to Section 8 of this Plan.
(xiii) “Plan” means this American Rebel Holdings, Inc. Amended and Restated 2025 Stock Incentive Plan.
(xiv) “Repricing” means, other than in connection with an event described in Section 9 of this Plan, (i) lowering the exercise price of an Option or Stock Appreciation Right after it has been granted or (ii) canceling an Option or Stock Appreciation Right at a time when the exercise price exceeds the then Fair Market Value of the Common Stock in exchange for another Option or Stock Award.
(xv) “Restricted Stock Award” means an award of Common Stock under Section 7.B.
(xvi) “Securities Act” means the Securities Act of 1933, as amended.
(xvii) “Series D Convertible Preferred Stock” means the Corporation’s Series D Preferred Stock, $0.001 par value per share, originally designated on or about May 10, 2024, as amended, with the rights and preferences associated therewith, which may be granted under the terms of this Plan or may have been granted prior to the adoption of this Plan and is convertible into shares of the Corporation’s Common Stock at a ratio of 1:5 (one share of Series D Preferred Stock is convertible into five shares of Common Stock).
(xviii) “Stock Award” means a Stock Bonus Award, Restricted Stock Award, Stock Appreciation Right, Deferred Shares, or Performance Shares.
(xix) “Stock Bonus Award” means an award of Common Stock or Series D Convertible Preferred Stock under Section 7.A.
(xx) “Stock Appreciation Right” means an award of a right of the Participant under Section 7.C to receive a payment in cash or shares of Common Stock (or a combination thereof) based on the increase in Fair Market Value of the shares of Common Stock covered by the award between the date of grant of such award and the Fair Market Value of the Common Stock on the date of exercise of such Stock Appreciation Right.
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(xxi) “Stock Award Agreement” means an agreement (written or electronic) between the Corporation and a Participant setting forth the specific terms and conditions of a Stock Award granted to the Participant under Section 7. Each Stock Award Agreement shall be subject to the terms and conditions of this Plan and shall include such terms and conditions as the Committee shall authorize.
(xxii) “Stock Option Agreement” means an agreement (written or electronic) between the Corporation and a Participant setting forth the specific terms and conditions of an Option granted to the Participant. Each Stock Option Agreement shall be subject to the terms and conditions of this Plan and shall include such terms and conditions as the Committee shall authorize.
(xxiii) “Subsidiary” means any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock in one of the other corporations in such chain.
(xxiv) “Ten Percent Owner” means any Eligible Person owning at the time an Option is granted more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of a Parent or Subsidiary. An individual shall, in accordance with Section 424(d) of the Code, be considered to own any voting stock owned (directly or indirectly) by or for such Eligible Person’s brothers, sisters, spouse, ancestors and lineal descendants and any voting stock owned (directly or indirectly) by or for a corporation, partnership, estate or trust shall be considered as being owned proportionately by or for its stockholders, partners, or beneficiaries.
3.Administration
A. Delegation to Board Committee. The Board has currently delegated the Committee to administer this Plan, however, the Board may revoke such delegation and further delegate all or any portion of the authority to administer this Plan to another Committee of the Board currently enacted or formed in the future. To the extent not prohibited by the charter or bylaws of the Corporation, the Board may delegate all or a portion of its authority to administer this Plan to a Committee of the Board appointed by the Board and constituted in compliance with the applicable Corporation Law. The Committee shall consist solely of two (2) or more Directors who are (i) Non-Employee Directors (within the meaning of Rule 16b-3 under the Exchange Act) for purposes of exercising administrative authority with respect to Awards granted to Eligible Persons who are subject to Section 16 of the Exchange Act; (ii) to the extent required by the rules of the market on which the Corporation’s shares are traded or the exchange on which the Corporation’ shares are listed, “independent” within the meaning of such rules; and (iii) at such times as an Award under this Plan by the Corporation is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Awards and administration of the Awards by a committee of “outside directors” is required to receive such relief) “outside directors” within the meaning of Section 162(m) of the Code.
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B. Delegation to Officers. The Committee may delegate to one or more officers of the Corporation the authority to grant and administer Awards to Eligible Persons who are not Directors or executive officers of the Corporation; provided that the Committee shall have fixed the total number of shares of Common Stock that may be subject to such Awards. No officer holding such a delegation is authorized to grant Awards to himself or herself. In addition to the Committee, the officer or officers to whom the Committee has delegated the authority to grant and administer Awards shall have all powers delegated to the Committee with respect to such Awards. Such delegation shall be subject to the limitations of Section 157(c) (or any successor provision) of the Corporation Law.
C. Powers of the Committee. Subject to the provisions of this Plan, the Committee (and the officers to whom the Committee has delegated such authority) shall have the authority:
| (i) | To<br> construe and interpret all provisions of this Plan and all Stock Option Agreements, Stock<br> Award Agreements and Performance Agreements under this Plan. |
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| (ii) | To<br> determine the Fair Market Value of Common Stock. |
| --- | --- |
| (iii) | To<br> select the Eligible Persons to whom Awards are granted from time to time hereunder. |
| --- | --- |
| (iv) | To<br> determine the number of shares of Common Stock covered by an Award; to determine whether<br> an Option shall be an Incentive Stock Option or Nonqualified Stock Option; and to determine<br> such other terms and conditions, not inconsistent with the terms of this Plan, of each such<br> Award. Such terms and conditions include, but are not limited to, the exercise price of an<br> Option, purchase price of Common Stock subject to a Stock Award, the time or times when Options<br> or Stock Awards may be exercised or Common Stock issued thereunder, the right of the Corporation<br> to repurchase Common Stock issued pursuant to the exercise of an Option or a Stock Award<br> and other restrictions or limitations (in addition to those contained in this Plan) on the<br> forfeitability or transferability of Options, Stock Awards or Common Stock issued upon exercise<br> of an Option or pursuant to an Award. Such terms may include conditions which shall be determined<br> by the Committee and need not be uniform with respect to Participants. |
| --- | --- |
| (v) | To<br> accelerate the time at which any Option or Stock Award may be exercised, or the time at which<br> a Stock Award or Common Stock issued under this Plan may become transferable or non-forfeitable. |
| --- | --- |
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| --- | | (vi) | To<br> determine whether and under what circumstances an Option may be settled in cash, shares of<br> Common Stock or other property under Section 6.H instead of Common Stock. | | --- | --- | | (vii) | To<br> waive, amend, cancel, extend, renew, accept the surrender of, modify or accelerate the vesting<br> of or lapse of restrictions on all or any portion of an outstanding Award. Except as otherwise<br> provided by this Plan, the Stock Option Agreement, Stock Award Agreement or Performance Agreement<br> or as required to comply with applicable law, regulation or rule, no amendment, cancellation<br> or modification shall, without a Participant’s consent, adversely affect any rights<br> of the Participant; provided, however, that (x) an amendment or modification that may cause<br> an Incentive Stock Option to become a Nonqualified Stock Option shall not be treated as adversely<br> affecting the rights of the Participant and (y) any other amendment or modification of any<br> Stock Option Agreement, Stock Award Agreement or Performance Agreement that does not, in<br> the opinion of the Committee, adversely affect any rights of any Participant, shall not require<br> such Participant’s consent. Notwithstanding the foregoing, the restrictions on the<br> Repricing of Options and Stock Appreciation Rights, as set forth in this Plan, may not be<br> waived. | | --- | --- | | (viii) | To<br> prescribe the form of Stock Option Agreements, and Stock Award Agreements and Performance<br> Agreements; to adopt policies and procedures for the exercise of Options or Stock Awards,<br> including the satisfaction of withholding obligations; to adopt, amend, and rescind policies<br> and procedures pertaining to the administration of this Plan; and to make all other determinations<br> necessary or advisable for the administration of this Plan. The Award’s effectiveness<br> will not be dependent on any signature unless specifically so provided in the Award Agreement.<br> Awards shall generally be subject to a vesting period and no more than 50% of Awards to executives<br> and directors may have a vesting period of less than one year; provided, however, that vesting<br> may accelerate in the event of change in control and certain other events as set forth herein,<br> and in the events of death, disability or retirement, as will be specified in the Award Agreement. | | --- | --- |
The express grant in this Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee; provided that the Committee may not exercise any right or power reserved to the Board. Any decision made, or action taken, by the Committee or in connection with the administration of this Plan shall be final, conclusive and binding on all persons having an interest in this Plan.
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4.Eligibility
A. Eligibility for Awards. Awards, other than Incentive Stock Options, may be granted to any Eligible Person selected by the Committee. Incentive Stock Options may be granted only to employees of the Corporation or a Parent or Subsidiary.
B. Eligibility of Consultants. A Consultant shall be an Eligible Person only if the offer or sale of the Corporation’s securities would be eligible for registration on Form S-8 Registration Statement because of the identity and nature of the service provided by such person, unless the Corporation determines that an offer or sale of the Corporation’s securities to such person will satisfy another exemption from the registration under the Securities Act and complies with the securities laws of all other jurisdictions applicable to such offer or sale.
C. Substitution Awards. The Committee may make Awards and may grant Options under this Plan by assumption, in substitution or replacement of performance shares, phantom shares, stock awards, stock options, stock appreciation rights or similar awards granted by another entity (including an Affiliate) in connection with a merger, consolidation, acquisition of property or stock or similar transaction. Notwithstanding any provision of this Plan (other than the maximum number of shares of Common Stock that may be issued under this Plan), the terms of such assumed, substituted, or replaced Awards shall be as the Committee, in its discretion, determines is appropriate.
5.Common Stock Subject to Plan
A. Share Reserve and Limitations on Grants. Subject to adjustment as provided in Section 9 (no adjustment for reverse stock splits), the maximum aggregate number of shares of Common Stock that may be (i) issued under this Plan pursuant to the exercise of Options, (ii) issued pursuant to Stock Awards, (iii) covered by Stock Appreciation Rights (without regard to whether payment on exercise of the Stock Appreciation Right is made in cash or shares of Common Stock), (iv) issued upon conversion of Series D Convertible Preferred Stock granted, issued or awarded prior to the adoption of this Plan or thereafter, and (v) covered by Performance Shares shall be limited to 1,250,000 shares of Common Stock. The number of shares of Common Stock subject to the Plan shall be subject to adjustment as provided in Section 9; however, such number of shares shall not be adjusted for reverse stock splits, stock dividends, recapitalizations or similar events. Subject to adjustment as provided in Section 9, and notwithstanding any provision hereto to the contrary, shares subject to the Plan shall include shares forfeited in a prior year as provided herein. For purposes of determining the number of shares of Common Stock available under this Plan, shares of Common Stock withheld by the Corporation to satisfy applicable tax withholding obligations pursuant to Section 10 of this Plan shall be deemed issued under this Plan. No single participant may receive more than 50% of the total shares awarded under this Plan, without the approval of a majority of the Board.
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B. Reversion of Shares. If an Option or Stock Award is terminated, expires or becomes unexercisable, in whole or in part, for any reason, the unissued or unpurchased shares of Common Stock (or shares subject to an unexercised Stock Appreciation Right) which were subject thereto shall become available for future grant under this Plan. Shares of Common Stock that have been actually issued under this Plan shall not be returned to the share reserve for future grants under this Plan; except that shares of Common Stock issued pursuant to a Stock Award which are forfeited to the Corporation or repurchased by the Corporation at the original purchase price of such shares, shall be returned to the share reserve for future grant under this Plan.
C. Source of Shares. Common Stock issued under this Plan may be shares of authorized and unissued Common Stock or shares of previously issued Common Stock that have been reacquired by the Corporation.
6.Options
A. Award. In accordance with the provisions of Section 4, the Committee will designate each Eligible Person to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such Option. The Stock Option Agreement shall specify whether the Option is an Incentive Stock Option or Nonqualified Stock Option, the vesting schedule applicable to such Option and any other terms of such Option. No Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify as an Incentive Stock Option.
B. Option Price. The exercise price per share for Common Stock subject to an Option shall be determined by the Committee, but shall comply with the following:
| (i) | The<br> exercise price per share for Common Stock subject to an Option shall not be less than one<br> hundred percent (100%) of the Fair Market Value on the date of grant. |
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| (ii) | The<br> exercise price per share for Common Stock subject to an Incentive Stock Option granted to<br> a Participant who is deemed to be a Ten Percent Owner on the date such option is granted,<br> shall not be less than one hundred ten percent (110%) of the Fair Market Value on the date<br> of grant. |
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C. Maximum Option Period. The maximum period during which an Option may be exercised shall be ten (10) years from the date such Option was granted. In the case of an Incentive Stock Option that is granted to a Participant who is or is deemed to be a Ten Percent Owner on the date of grant, such Option shall not be exercisable after the expiration of five (5) years from the date of grant.
D. Maximum Value of Options which are Incentive Stock Options. To the extent that the aggregate Fair Market Value of the Common Stock with respect to which Incentive Stock Options granted to any person are exercisable for the first time during any calendar year (under all stock option plans of the Corporation or any Parent or Subsidiary) exceeds $100,000 (or such other amount provided in Section 422 of the Code), the Options are not Incentive Stock Options. For purposes of this section, the Fair Market Value of the Common Stock will be determined as of the time the Incentive Stock Option with respect to the Common Stock is granted. This section will be applied by taking Incentive Stock Options into account in the order in which they are granted.
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E. Nontransferability. Options granted under this Plan which are intended to be Incentive Stock Options shall be nontransferable except by will or by the laws of descent and distribution and during the lifetime of the Participant shall be exercisable by only the Participant to whom the Incentive Stock Option is granted. Except to the extent transferability of a Nonqualified Stock Option is provided for in the Stock Option Agreement or is approved by the Committee, during the lifetime of the Participant to whom the Nonqualified Stock Option is granted, such Option may be exercised only by the Participant. If the Stock Option Agreement so provides or the Committee so approves, a Nonqualified Stock Option may be transferred by a Participant through a gift or domestic relations order to the Participant’s family members to the extent in compliance with applicable securities laws and regulations and provided that such transfer is not a transfer for value (within the meaning of applicable securities laws and regulations). The holder of a Nonqualified Stock Option transferred pursuant to this section shall be bound by the same terms and conditions that governed the Option during the period that it was held by the Participant. No right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant.
F. Vesting. Options will vest as provided in the Stock Option Agreement.
G. Exercise. Subject to the provisions of this Plan and the applicable Stock Option Agreement, an Option may be exercised to the extent vested in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Stock Option Agreement with respect to the remaining shares subject to the Option. An Option may not be exercised with respect to fractional shares of Common Stock.
H. Payment. Unless otherwise provided by the Stock Option Agreement, payment of the exercise price for an Option shall be made in cash or a cash equivalent acceptable to the Committee or if the Common Stock is traded on an established securities market, by payment of the exercise price by a broker-dealer or by the Option holder with cash advanced by the broker-dealer if the exercise notice is accompanied by the Option holder’s written irrevocable instructions to deliver the Common Stock acquired upon exercise of the Option to the broker-dealer or by delivery of the Common Stock to the broker-dealer with an irrevocable commitment by the broker-dealer to forward the exercise price to the Corporation. With the consent of the Committee, payment of all or a part of the exercise price of an Option may also be made (i) by surrender to the Corporation (or delivery to the Corporation of a properly executed form of attestation of ownership) of shares of Common Stock that have been held for such period prior to the date of exercise as is necessary to avoid adverse accounting treatment to the Corporation, or (ii) any other method acceptable to the Committee, including without limitation, the withholding of shares receivable upon settlement of the option in payment of the exercise price. If Common Stock is used to pay all or part of the exercise price, the sum of the cash or cash equivalent and the Fair Market Value (determined as of the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the Option is being exercised.
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I. Stockholder Rights. No Participant shall have any rights as a stockholder with respect to shares subject to an Option until the date of exercise of such Option and the certificate for shares of Common Stock to be received on exercise of such Option has been issued by the Corporation.
J. Disposition and Stock Certificate Legends for Incentive Stock Option Shares. A Participant shall notify the Corporation of any sale or other disposition of Common Stock acquired pursuant to an Incentive Stock Option if such sale or disposition occurs (i) within two years of the grant of an Option or (ii) within one year of the issuance of the Common Stock to the Participant. Such notice shall be in writing and directed to the Chief Financial Officer of the Corporation or is his/her absence, the Chief Executive Officer. The Corporation may require that certificates evidencing shares of Common Stock purchased upon the exercise of Incentive Stock Option issued under this Plan be endorsed with a legend in substantially the following form:
THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO __, 20__, IN THE ABSENCE OF A WRITTEN STATEMENT FROM THE CORPORATION TO THE EFFECT THAT THE CORPORATION IS AWARE OF THE FACTS OF SUCH SALE OR TRANSFER.
The blank contained in this legend shall be filled in with the date that is the later of (i) one year and one day after the date of the exercise of such Incentive Stock Option or (ii) two years and one day after the grant of such Incentive Stock Option.
K. No Repricing. In no event shall the Committee permit a Repricing of any Option without the approval of the majority of the Board.
7.Stock Awards
A. Stock Bonus Awards. Each Stock Award Agreement for a Stock Bonus Award shall be in such form and shall contain such terms and conditions (including provisions relating to consideration, vesting, reacquisition of shares following termination, and transferability of shares) as the Committee shall deem appropriate. The terms and conditions of Stock Award Agreements for Stock Bonus Awards may change from time to time, and the terms and conditions of separate Stock Bonus Awards need not be identical. No Stock Award Agreement for a Stock Bonus Award shall be required for previously issued shares of Series D Convertible Preferred Stock.
B. Restricted Stock Awards. Each Stock Award Agreement for a Restricted Stock Award shall be in such form and shall contain such terms and conditions (including provisions relating to purchase price, consideration, vesting, reacquisition of shares following termination, and transferability of shares) as the Committee shall deem appropriate. The terms and conditions of the Stock Award Agreements for Restricted Stock Awards may change from time to time, and the terms and conditions of separate Restricted Stock Awards need not be identical. Vesting of any grant of Restricted Stock Awards may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 8 of this Plan regarding Performance Shares. No Stock Award Agreement for a Restricted Stock Award shall be required for previously issued shares of Series D Convertible Preferred Stock.
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C. Stock Appreciation Rights. Each Stock Award Agreement for Stock Appreciation Rights shall be in such form and shall contain such terms and conditions (including provisions relating to vesting, reacquisition of shares following termination, and transferability of shares) as the Committee shall deem appropriate. The terms and conditions of Stock Appreciation Rights may change from time to time, and the terms and conditions of separate Stock Appreciation Rights need not be identical. No Stock Appreciation Right shall be exercisable after the expiration of seven (7) years from the date such Stock Appreciation Right is granted. The base price per share for each share of Common Stock covered by an Award of Stock Appreciation Rights shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant. In no event shall the Committee permit a Repricing of any Stock Appreciation Right without the approval of the stockholders of the Corporation.
D. Deferred Shares. The Committee may authorize grants of Deferred Shares to Participants upon such terms and conditions as the Committee may determine in accordance with the following provisions:
| (i) | Each<br> grant shall constitute the agreement by the Corporation to issue or transfer shares of Common<br> Stock to the Participant in the future in consideration of the performance of services, subject<br> to the fulfillment during the Deferral Period of such conditions as the Committee may specify. |
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| (ii) | Each<br> grant may be made without additional consideration from the Participant or in consideration<br> of a payment by the Participant that is less than the Fair Market Value on the date of grant. |
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| (iii) | Each<br> grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral<br> Period, which shall be fixed by the Committee on the date of grant, and any grant or sale<br> may provide for the earlier termination of such period in the event of a change in control<br> of the Corporation or other similar transaction or event. |
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| (iv) | During<br> the Deferral Period, the Participant shall not have any right to transfer any rights under<br> the subject Award, shall not have any rights of ownership in the Deferred Shares and shall<br> not have any right to vote such shares, but the Committee may on or after the date of grant,<br> authorize the payment of dividend or other distribution equivalents on such shares in cash<br> or additional shares on a current, deferred or contingent basis. |
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| --- | | (v) | Any<br> grant of the vesting thereof may be further conditioned upon the attainment of Performance<br> Objectives established by the Committee in accordance with the applicable provisions of Section<br> 8 of this Plan regarding Performance Shares. | | --- | --- | | (vi) | Each<br> grant shall be evidenced by an agreement delivered to and accepted by the Participant and<br> containing such terms and provisions as the Committee may determine consistent with this<br> Plan. | | --- | --- |
8.Performance Shares
A. The Committee may authorize grants of Performance Shares, which shall become payable to the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as the Committee may determine in accordance with the following provisions:
| (i) | Each<br> grant shall specify the number of Performance Shares to which it pertains, which may be subject<br> to adjustment to reflect changes in compensation or other factors. |
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| (ii) | The<br> Performance Period with respect to each Performance Share shall commence on the date established<br> by the Committee and may be subject to earlier termination in the event of a change in control<br> of the Corporation or similar transaction or event. |
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| (iii) | Each<br> grant shall specify the Performance Objectives that are to be achieved by the Participant. |
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| (iv) | Each<br> grant may specify in respect of the specified Performance Objectives a minimum acceptable<br> level of achievement below which no payment will be made and may set forth a formula for<br> determining the amount of any payment to be made if performance is at or above such minimum<br> acceptable level but falls short of the maximum achievement of the specified Performance<br> Objectives. |
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| (v) | Each<br> grant shall specify the time and manner of payment of Performance Shares that shall have<br> been earned, and any grant may specify that any such amount may be paid by the Corporation<br> in cash, shares of Common Stock or any combination thereof and may either grant to the Participant<br> or reserve to the Committee the right to elect among those alternatives. |
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| (vi) | Any<br> grant of Performance Shares may specify that the amount payable with respect thereto may<br> not exceed a maximum specified by the Committee on the date of grant. |
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| --- | | (vii) | Any<br> grant of Performance Shares may provide for the payment to the Participant of dividend or<br> other distribution equivalents thereon in cash or additional shares of Common Stock on a<br> current, deferred or contingent basis. | | --- | --- | | (viii) | If<br> provided in the terms of the grant and subject to the requirements of Section 162(m) of the<br> Code (in the case of Awards intended to qualify for exception therefrom), the Committee may<br> adjust Performance Objectives and the related minimum acceptable level of achievement if,<br> in the sole judgment of the Committee, events or transactions have occurred after the date<br> of grant that are unrelated to the performance of the Participant and result in distortion<br> of the Performance Objectives or the related minimum acceptable level of achievement. | | --- | --- | | (ix) | Each<br> grant shall be evidenced by an agreement that shall be delivered to and accepted by the Participant,<br> which shall state that the Performance Shares are subject to all of the terms and conditions<br> of this Plan and such other terms and provisions as the Committee may determine consistent<br> with this Plan. | | --- | --- |
9.Changes in Capital Structure
A. No Limitations of Rights. The existence of outstanding Awards shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Corporation’s capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
B. Changes in Capitalization. The number of shares of common stock authorized under this Plan shall not be adjusted for stock splits, stock dividends, recapitalizations or similar events.
C. Merger, Consolidation or Asset Sale. If the Corporation is merged or consolidated with another entity or sells or otherwise disposes of substantially all of its assets to another company while Options or Stock Awards remain outstanding under this Plan, unless provisions are made in connection with such transaction for the continuance of this Plan and/or the assumption or substitution of such Options or Stock Awards with new options or stock awards covering the stock of the successor company, or parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, then all outstanding Options and Stock Awards which have not been continued, assumed or for which a substituted award has not been granted shall, whether or not vested or then exercisable, unless otherwise specified in the Stock Option Agreement or Stock Award Agreement, terminate immediately as of the effective date of any such merger, consolidation or sale.
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D. Limitation on Adjustment. Except as previously expressly provided, neither the issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Corporation convertible into such shares or other securities, nor the increase or decrease of the number of authorized shares of stock, nor the addition or deletion of classes of stock, shall affect, and no adjustment by reason thereof shall be made with respect to, the number, class or price of shares of Common Stock then subject to outstanding Options or Stock Awards.
10.Withholding of Taxes
The Corporation or an Affiliate shall have the right, before any certificate for any Common Stock is delivered, to deduct or withhold from any payment owed to a Participant any amount that is necessary in order to satisfy any withholding requirement that the Corporation or Affiliate in good faith believes is imposed upon it in connection with U.S. federal, state, or local taxes, including transfer taxes, as a result of the issuance of, or lapse of restrictions on, such Common Stock, or otherwise require such Participant to make provision for payment of any such withholding amount. Subject to such conditions as may be established by the Committee, the Committee may permit a Participant to (i) have Common Stock otherwise issuable under an Option or Stock Award withheld to the extent necessary to comply with minimum statutory withholding rate requirements, (ii) tender back to the Corporation shares of Common Stock received pursuant to an Option or Stock Award to the extent necessary to comply with minimum statutory withholding rate requirements for supplemental income, (iii) deliver to the Corporation previously acquired Common Stock, (iv) have funds withheld from payments of wages, salary or other cash compensation due the Participant, (v) pay the Corporation or its Affiliate in cash, in order to satisfy part or all of the obligations for any taxes required to be withheld or otherwise deducted and paid by the Corporation or its Affiliate with respect to the Option or Stock Award; or (vi) establish a 10b5-1 trading plan for withheld stock designed to facilitate the sale of stock in connection with the vesting of such shares, the proceeds of which shall be utilized to make all applicable withholding payments in a manner to be coordinated by the Corporation’s Chief Financial Officer.
11.Compliance with Law and Approval of Regulatory Bodies
A. General Requirements. No Option or Stock Award shall be exercisable, no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to which the Corporation is a party, and the rules of all domestic stock exchanges or quotation systems on which the Corporation’s shares may be listed. The Corporation shall have the right to rely on an opinion of its counsel as to such compliance. Any share certificate issued to evidence Common Stock when a Stock Award is granted or for which an Option or Stock Award is exercised may bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations. No Option or Stock Award shall be exercisable, no Stock Award shall be granted, no Common Stock shall be issued, no certificate for shares shall be delivered, and no payment shall be made under this Plan until the Corporation has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters.
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B. Participant Representations. The Committee may require that a Participant, as a condition to receipt or exercise of a particular award, execute and deliver to the Corporation a written statement, in form satisfactory to the Committee, in which the Participant represents and warrants that the shares are being acquired for such person’s own account, for investment only and not with a view to the resale or distribution thereof. The Participant shall, at the request of the Committee, be required to represent and warrant in writing that any subsequent resale or distribution of shares of Common Stock by the Participant shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act of 1933, which registration statement has become effective and is current with regard to the shares being sold, or (ii) a specific exemption from the registration requirements of the Securities Act of 1933, but in claiming such exemption the Participant shall, prior to any offer of sale or sale of such shares, obtain a prior favorable written opinion of counsel, in form and substance satisfactory to counsel for the Corporation, as to the application of such exemption thereto.
12.General Provisions
A. Effect on Employment and Service. Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof) shall (i) confer upon any individual any right to continue in the employ or service of the Corporation or an Affiliate, (ii) in any way affect any right and power of the Corporation or an Affiliate to change an individual’s duties or terminate the employment or service of any individual at any time with or without assigning a reason therefor or (iii) except to the extent the Committee grants an Option or Stock Award to such individual, confer on any individual the right to participate in the benefits of this Plan.
B. Use of Proceeds. The proceeds, if any, received by the Corporation from the sale of Common Stock pursuant to this Plan shall be used for general corporate purposes.
C. Unfunded Plan. This Plan, insofar as it provides for grants, shall be unfunded, and the Corporation shall not be required to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Corporation to any person with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Corporation shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Corporation.
D. Rules of Construction. Headings are given to the Sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.
E. Choice of Law. This Plan and all Stock Option Agreements and Stock Award Agreements entered into under this Plan shall be interpreted under the Corporation Law excluding (to the greatest extent permissible by law) any rule of law that would cause the application of the laws of any jurisdiction other than the Corporation Law.
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F. Fractional Shares. The Corporation shall not be required to issue fractional shares pursuant to this Plan. The Committee may provide for elimination of fractional shares or the settlement of such fraction shares in cash.
G. Foreign Employees. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by the Corporation or any Affiliate outside of the United States, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Corporation.
13.Amendment and Termination
The Board may amend or terminate this Plan from time to time; provided, however, stockholder approval shall be required for any amendment that (i) increases the aggregate number of shares of Common Stock that may be issued under this Plan, except as contemplated by Section 5.A or Section 9.B; (ii) changes the class of employees eligible to receive Incentive Stock Options; (iii) modifies the restrictions on Repricings set forth in this Plan; or (iv) is required by the terms of any applicable law, regulation or rule, including the rules of any market on which the Corporation shares are traded or exchange on which the Corporation shares are listed. Except as specifically permitted by this Plan, Stock Option Agreement or Stock Award Agreement or as required to comply with applicable law, regulation or rule, no amendment shall, without a Participant’s consent, adversely affect any rights of such Participant under any Option or Stock Award outstanding at the time such amendment is made; provided, however, that an amendment that may cause an Incentive Stock Option to become a Nonqualified Stock Option shall not be treated as adversely affecting the rights of the Participant. Any amendment requiring stockholder approval shall be approved by the stockholders of the Corporation within twelve (12) months of the date such amendment is adopted by the Board.
14.Effective Date of Plan; Duration of Plan
A. This Plan shall be effective upon adoption by the Board, subject to approval within twelve (12) months by the stockholders of the Corporation. In the event that the stockholders of the Corporation shall not approve this Plan within such twelve (12) month period, this Plan shall terminate. Unless and until the Plan has been approved by the stockholders of the Corporation, no Option or Stock Award may be exercised, and no shares of Common Stock may be issued under the Plan. In the event that the stockholders of the Corporation shall not approve the Plan within such twelve (12) month period, the Plan and any previously granted Options or Stock Awards shall terminate.
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B. Unless previously terminated, this Plan will terminate five (5) years after the earlier of (i) the date this Plan is adopted by the Board, or (ii) the date this Plan is approved by the stockholders, except that Awards that are granted under this Plan prior to its termination will continue to be administered under the terms of this Plan until the Awards terminate or are exercised.
INWITNESS WHEREOF, the Corporation has caused this Plan to be executed by a duly authorized officer as of the date of adoption of this Plan by the Board of Directors.
AMERICAN REBEL HOLDINGS, INC.
| By: | /s/<br> Charles A. Ross, Jr. |
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| Charles A. Ross, Jr., CEO |
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