AREB 8-K
American Rebel Holdings Inc (AREB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Streeterville June 2025 Note Exchange Agreement
On July 22, 2026, the Company entered into an Exchange Agreement (the “Note Exchange”) with Streeterville Capital, LLC. The Company previously entered into that certain Secured Promissory Note (the “Note”), with an original issuance date of June 26, 2025 in the principal amount of $5,470,000. Pursuant to the Note Exchange, the Company and Streeterville agreed to partition a new Secured Promissory Note in the original principal amount of $126,000 (the “Partitioned Note”) from the Note and then cause the outstanding balance of the Note to be reduced by an amount equal to the initial outstanding balance of the Partitioned Note. Concurrently, the Partitioned Note was exchanged for 700,000 shares of the Company’s common stock.
The foregoing descriptions of the Note Exchange is not a complete description of all of the parties’ rights and obligations under the Note Exchange, and are qualified in its entirety by reference to the Form Note Exchange Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 29, 2026.
Streeterville Capital DACA Funds Release
As previously disclosed, on June 26, 2025, the Company entered into a note purchase agreement with Streeterville Capital, LLC (“Streeterville”) pursuant to which the Company issued and sold to Streeterville a secured promissory note in the original principal amount of $5,470,000. On the Closing Date, Streeterville paid $375,000.00 to the Company and $4,625,000.00 was sent to an account at Lakeside Bank owned by the Company’s newly formed wholly-owned subsidiary, ARH Sub, LLC, a Utah limited liability company, to be held pursuant to the Deposit Account Control Agreement (“DACA”). On July 10, 2025, the Company entered into a second securities purchase agreement, and amended and restated the DACA, with Streeterville pursuant to which the Company issued and sold to Streeterville a second secured convertible promissory note in the original principal amount of $6,235,000 (the “Note”). Streeterville paid $650,000.00 to Champion Safe Company, Inc., a wholly-owned subsidiary of the Company, and $5,000,000.00 was sent to the DACA account at Lakeside Bank. On July 27, 2026, Streeterville and ARH Sub sent joint instructions to Lakeside Bank to release $100,000 from the DACA to the Company.
Horberg Exchange Agreements
On July 28, 2026, the Company entered into an Exchange Agreement (the “Series D Exchange”) with Horberg Enterprises, LP (“Horberg”). The Company previously sold Horberg 100,000 shares of Series D Convertible Preferred Stock pursuant to that certain Securities Purchase Agreement dated as of October 1, 2025. Pursuant to the Series D Exchange, the Company and Horberg agreed to exchange and convert 6,800 shares of Series D Convertible Preferred Stock for 51 shares of Series E Preferred Stock, representing a dollar amount of $51,000.
On July 29, 2026, the Company entered into an additional Exchange Agreement (the “Series E Exchange”) with Horberg Enterprises, LP (“Horberg”). Pursuant to the Series E Exchange, the Company and Horberg agreed to exchange and convert 51 shares of Series E Preferred Stock for 386,145 shares of common stock.
The foregoing descriptions of the Series D and Series E Exchanges are not a complete description of all of the parties’ rights and obligations under the Exchanges, and are qualified in their entirety by reference to the Series D Exchange Agreement and Series E Exchange Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On July 21, 2026, 1800 Diagonal Lending LLC converted $44,990.03 of the principal amount owed under a promissory note into 396,039 shares of common stock at $0.1136.
On July 23, 2026, 1800 Diagonal Lending LLC converted $24,310.74 of the principal amount owed under a promissory note into 214,003 shares of common stock at $0.1136.
On July 23, 2026, Silverback Capital Corporation (“SCC”) requested the issuance of 1,000,000 shares of Common Stock to SCC, representing a payment of approximately $120,500.
On July 23, 2026, the Company issued Streeterville 700,000 shares of common stock pursuant to the Note Exchange set forth in Item 1.01 above at a per share price of $0.18.
On July 29, 2026, the Company issued Horberg 386,145 shares of common stock, valued at $0.1321 per share, pursuant to the Series E Exchange set forth in Item 1.01 above.
All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 8, 2026, the Company’s Board of Directors approved a Second Amended and Restated Certificate of Designations of Preferences and Rights of Series E Preferred Stock (the “Revised Certificate of Designations”). The Revised Certificate of Designations was filed with the Secretary of State of the State of Nevada on July 24, 2026. The Revised Certificate of Designations is attached hereto as Exhibit 4.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 4.1 | Second Amended and Restated Series E Preferred Certificate of Designation filed on July 24, 2026 | |
| 10.1 | Horberg Series D Exchange Agreement dated July 28, 2026 | |
| 10.2 | Horberg Series E Exchange Agreement dated July 29, 2026 | |
| 104 | Cover Page Interactive 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: August 4, 2026 | By: | /s/ Charles A. Ross, Jr. |
| Charles A. Ross, Jr. | ||
| Chief Executive Officer | ||
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Exhibit 4.1
Exhibit 10.1
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) is entered into as of July 28, 2026 by and between Horberg Enterprises, LP (“Investor”), and American Rebel Holdings, Inc., a Nevada corporation (“Company”).
A. Company previously sold and issued to Investor 100,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share (the “Series D Preferred”) pursuant to that certain Securities Purchase Agreement entered into as of October 1, 2025.
B. Company and Investor desire to exchange (such exchange is referred to as the “Exchange”) 6,800 shares of Series D Preferred (the “Preferred Shares”) with an aggregate Stated Value (as such term is defined in the Certificate of Designation of Preferences and Rights of Series D Preferred Stock) of $51,000.00 for 51 shares of Company’s Series E Preferred Stock (the “Exchange Shares”), at an effective price per Exchange Share of $1,000.00, according to the terms and conditions of this Agreement.
C. The Exchange will consist of Investor surrendering the Preferred Shares in exchange for the Exchange Shares.
D. Other than the surrender of the Preferred Shares, no consideration of any kind whatsoever shall be given by Investor to Company in connection with this Agreement.
E. Investor and Company now desire to exchange the Preferred Shares for the Exchange Shares on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.
2. Issuance of Exchange Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares will be issued to Investor on or before July 29, 2026 (such date, the “Issuance Date”) and the Exchange will occur with Investor surrendering the Preferred Shares to Company on the Issuance Date. On the Issuance Date, the Preferred Shares will be cancelled and all obligations of Company under the Preferred Shares shall be deemed fulfilled. The Exchange Shares be issued in book entry form with Company’s securities counsel.
3. Closing. The closing of the Exchange shall occur on the Effective Date by means of the exchange by express courier and email of .pdf documents, but shall be deemed to have occurred at the offices of DeMint Law, PLLC in Las Vegas, Nevada.
4. Holding Period, Tacking and Legal Opinion. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange Shares will include Investor’s holding period of the Preferred Shares from October 1, 2025. Company agrees not to take a position contrary to this Section 4 in any document, statement, setting, or situation. The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Preferred Shares. The Exchange Shares shall not constitute a novation or satisfaction and accord of the Preferred Shares. Company acknowledges and understands that the representations and agreements of Company in this Section 4 are a material inducement to Investor’s decision to consummate the transactions contemplated herein.
5. Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Company hereunder, (c) the Exchange Shares, when issued, will be duly authorized by all necessary corporate action and the Exchange Shares will be validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description, (d) Company has not received any consideration in any form whatsoever for entering into this Agreement, other than the surrender of the Preferred Shares, and (e) Company has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Company related to this Agreement.
6. Investor’s Representations, Warranties and Agreements. In order to induce the Company to enter into this Agreement, Investor for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Investor hereunder, (c) the Investor understands that the Exchange Shares are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Exchange Shares, (d) the Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the the Preferred Shares or the Exchange Shares or the fairness or suitability of the investment in the Preferred Shares or the Exchange Shares nor have such authorities passed upon or endorsed the merits of the offering of the Preferred Shares or the Exchange Shares, (e) the Investor is acquiring the Preferred Shares in the ordinary course of its business, the Investor has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluation of the merits and risks of the prospective investment in the Preferred Shares and Exchange Shares and has so evaluated the merits and risk of such investment and the Investor is an “accredited investor” as defined in Regulation D under the Securities Act, and (f) the Investor owns the Series D Preferred free and clear of any liens.
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7. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
8. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemed to be their original signatures for all purposes.
9. Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.
10. No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Agreement, in making its decision to enter into the transactions contemplated by this Agreement, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.
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11. Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
12. Entire Agreement. This Agreement supersedes all other prior oral or written agreements between Company, Investor, its affiliates and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Investor nor Company makes any representation, warranty, covenant or undertaking with respect to such matters.
13. Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.
14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not assign this Agreement or any of its obligations herein without the prior written consent of Investor.
15. Conflict Between Documents. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Investor and Company. If there is any conflict between the terms of this Agreement, on the one hand, and any other document or agreement between the parties, on the other hand, the terms of this Agreement shall prevail.
16. Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.
17. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
| COMPANY: | ||
| AMERICAN REBEL HOLDINGS, INC. | ||
| By: | /s/ Charles A. Ross, Jr. | |
| Charles A. Ross, Jr., CEO | ||
| INVESTOR: | ||
| Horberg Enterprises LP | ||
| By: | /s/ H. Todd Horberg | |
| H. Todd Horberg, Authorized Signatory | ||
[Signature Page to Exchange Agreement]
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Exhibit 10.2
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) is entered into as of July 29, 2026 by and between Horberg Enterprises LP (“Investor”), and American Rebel Holdings, Inc., a Nevada corporation (“Company”).
A. Company previously exchanged and issued to Investor 51 shares of Series E Preferred Stock, par value $0.001 per share (the “Series E Preferred”) pursuant to that certain Exchange Agreement entered into as of July 28, 2026.
B. Company and Investor desire to exchange (such exchange is referred to as the “Exchange”) 51 shares of Series E Preferred (the “Preferred Shares”) with an aggregate Stated Value (as such term is defined in the Certificate of Designation of Preferences and Rights of Series E Preferred Stock) of $51,000.00 for 386,145 shares of Company’s common stock (the “Exchange Shares”), at an effective price per Exchange Share of $0.1321, according to the terms and conditions of this Agreement.
C. The Exchange will consist of Investor surrendering the Preferred Shares in exchange for the Exchange Shares.
D. Other than the surrender of the Preferred Shares, no consideration of any kind whatsoever shall be given by Investor to Company in connection with this Agreement.
E. Investor and Company now desire to exchange the Preferred Shares for the Exchange Shares on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.
2. Issuance of Exchange Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares will be issued to Investor on or before July 29, 2026 (such date, the “Issuance Date”) and the Exchange will occur with Investor surrendering the Preferred Shares to Company on the Issuance Date. On the Issuance Date, the Preferred Shares will be cancelled and all obligations of Company under the Preferred Shares shall be deemed fulfilled. The Exchange Shares be issued in book entry form with Company’s transfer agent.
3. Closing. The closing of the Exchange shall occur on the Effective Date by means of the exchange by express courier and email of .pdf documents, but shall be deemed to have occurred at the offices of DeMint Law, PLLC in Las Vegas, Nevada.
4. Holding Period, Tacking and Legal Opinion. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange Shares will include Investor’s holding period of the Preferred Shares from October 1, 2025 (which tack back to the original issuance date of the Series D Convertible Preferred Shares purchased by Investor from the Company on such date). Company agrees not to take a position contrary to this Section 4 in any document, statement, setting, or situation. The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Preferred Shares. The Exchange Shares shall not constitute a novation or satisfaction and accord of the Preferred Shares. Company acknowledges and understands that the representations and agreements of Company in this Section 4 are a material inducement to Investor’s decision to consummate the transactions contemplated herein.
5. Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Company hereunder, (c) the Exchange Shares, when issued, will be duly authorized by all necessary corporate action and the Exchange Shares will be validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description, (d) Company has not received any consideration in any form whatsoever for entering into this Agreement, other than the surrender of the Preferred Shares, and (e) Company has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Company related to this Agreement.
6. Investor’s Representations, Warranties and Agreements. In order to induce the Company to enter into this Agreement, Investor for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Investor hereunder, (c) the Investor understands that the Exchange Shares are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Exchange Shares, (d) the Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the the Preferred Shares or the Exchange Shares or the fairness or suitability of the investment in the Preferred Shares or the Exchange Shares nor have such authorities passed upon or endorsed the merits of the offering of the Preferred Shares or the Exchange Shares, (e) the Investor is acquiring the Preferred Shares in the ordinary course of its business, the Investor has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluation of the merits and risks of the prospective investment in the Preferred Shares and Exchange Shares and has so evaluated the merits and risk of such investment and the Investor is an “accredited investor” as defined in Regulation D under the Securities Act, (f) the Investor owns the Series E Preferred free and clear of any liens, and (g) the issuance of the Exchange Shares shall not result in the Investor beneficially owning a number of shares of Common Stock, when aggregated with any other shares of Common Stock beneficially owned at such time, that would result in the Investor beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) more than 4.99% of all of the issued and outstanding shares of Common Stock.
7. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
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8. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemed to be their original signatures for all purposes.
9. Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.
10. No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Agreement, in making its decision to enter into the transactions contemplated by this Agreement, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.
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11. Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
12. Entire Agreement. This Agreement supersedes all other prior oral or written agreements between Company, Investor, its affiliates and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Investor nor Company makes any representation, warranty, covenant or undertaking with respect to such matters.
13. Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.
14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not assign this Agreement or any of its obligations herein without the prior written consent of Investor.
15. Conflict Between Documents. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Investor and Company. If there is any conflict between the terms of this Agreement, on the one hand, and any other document or agreement between the parties, on the other hand, the terms of this Agreement shall prevail.
16. Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.
17. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
| COMPANY: | ||
| AMERICAN REBEL HOLDINGS, INC. | ||
| By: | /s/ Charles A. Ross, Jr. | |
| Charles A. Ross, Jr., CEO | ||
| INVESTOR: | ||
HORBERG ENTERPRISES LP | ||
| By: | /s/ H. Todd Horberg | |
| H. Todd Horberg – Authorized Signatory | ||
[Signature Page to Exchange Agreement]
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