Form 8-K

8-K — AMERICAN REBEL HOLDINGS INC

Accession: 0001493152-26-029246

Filed: 2026-06-18

Period: 2026-06-12

CIK: 0001648087

SIC: 3490 (MISCELLANEOUS FABRICATED METAL PRODUCTS)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001648087

2026-06-12

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AREB:CommonStock0.001ParValueMember

2026-06-12

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AREB:CommonStockPurchaseWarrantsMember

2026-06-12

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

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

Date

of Report (Date of earliest event reported) June 12, 2026

AMERICAN

REBEL HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-41267

47-3892903

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

218

3rd Avenue North, #400

Nashville,

Tennessee

37201

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

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

Check

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

any of the following provisions:

☐ Written

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

☐ Soliciting

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

☐ Pre-commencement

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

☐ Pre-commencement

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

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

AREB

The

Nasdaq Stock Market LLC

Common

Stock Purchase Warrants

AREBW

The

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 ☐

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.

Quick

Capital Note

June 9, 2026, the Company entered into a securities purchase agreement (the “SPA”) and a fifteen month promissory note with

Quick Capital, LLC (the “Lender”) in the gross principal amount of $155,294.12 (the “Note”). An original issue

discount of $23,294.12 and Lender legal fees of $7,000.00 were applied on the issuance date, resulting in net loan proceeds to the Company

of $132,000. The Note is required to be paid in fifteen equal payments of $12,294.12 commencing on July 9, 2026 and continuing through

September 9, 2027. The Note bears a one-time interest charge of $29,117.65, which represents an 18.75% guaranteed interest.

The

Company intends to use the proceeds of the Note for general working capital, including working capital obligations of American Rebel

Beverages, LLC, and other general corporate purposes.

Upon

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

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

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

of payment plus (y) any amounts owed to the Lender pursuant to the conversion rights referenced below.

any time prior to the six month anniversary date of the issuance date of the Note, upon three trading days’ written notice to Lender,

the Company has the option of prepaying the outstanding principal amount of the Note and any accrued and unpaid interest due thereon,

in whole or in part, by paying to the Lender a sum of money equal to ninety-five percent (95%) of the principal amount to be redeemed,

together with any and all other sums due, accrued or payable to the Lender arising under the Note.

any time following an occurrence of any Event of Default, the Lender may convert all or any part of the outstanding and unpaid principal,

interest, fees, or any other obligation owed pursuant to the Note into fully paid and non-assessable shares of the Company’s common

stock at a conversion price equal to 75% of the Company’s lowest traded price for the proceeding 5 trading days prior to conversion.

The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants

or other derivatives attached to the Note. The Company granted the Lender piggy-back registration rights on the shares of common stock

issuable upon conversion of the Note. The Company agreed to reserve a number of shares of common stock issuable upon conversion of the

Note equal to four times the number of shares of common stock issuable upon conversion of the Note (10,955,493 shares of common stock

as of the issuance date of the Note).

The

foregoing description of the Note and of all of the parties’ rights and obligations under the SPA and the Note is qualified in

their entirety by reference to the SPA and the Note, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form

8-K, and of which are incorporated herein by reference.

1800

Diagonal Note

June 12, 2026, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC (“1800”), pursuant

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

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

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

Payment Date

Amount

of Payment

December 15, 2026

$ 73,743.52

January 15, 2027

$ 8,193.72

February 15, 2027

$ 8,193.72

March 15, 2027

$ 8,193.72

April 15, 2027

$ 8,193.72

May 15, 2027

$ 8,193.72

June 15, 2027

$ 8,193.72

July 15, 2027

$ 8,193.72

August 15, 2027

$ 8,193.72

September 15, 2027

$ 8,193.72

total payback to 1800 of $147,487.00).

Upon

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

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

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

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

owed to 1800 pursuant to the conversion rights referenced below.

Only

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

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

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

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

conversion of the Note at all times.

The

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

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

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

by reference.

Streeterville

Series E Preferred Exchange Agreements

June 15, 2026, the Company entered into two Exchange Agreements (the “Exchanges”) with Streeterville. The Company previously

issued to Streeterville 2,000 shares of Series E Preferred Stock pursuant to that certain Note Purchase Agreement entered into as of

August 22, 2025. Pursuant to the Exchanges, the Company and Streeterville agreed to exchange and convert 105 shares of Series E Preferred

Stock for 1,129,031 shares of common stock, representing a dollar amount of $105,000.

The

form of Exchanges are identical for each exchange except for the conversion dollar amounts and number of shares converted thereunder.

The

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

Exchanges, and are qualified in its entirety by reference to the Form Exchange Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 29, 2026.

Streeterville June 2025 Note Exchange

Agreements

On June 17, 2026, the Company entered

into two Exchange Agreements (the “Note Exchanges”) with Streeterville. The Company previously entered into that certain

Secured Promissory Note (the “Note”), with an original issuance date of June 26, 2025 in the principal amount of $5,470,000.

Pursuant to the Note Exchanges, the Company and Streeterville agreed to partition two new Secured Promissory Notes in the original aggregate

principal amount of $159,000 (the “Partitioned Notes”) from the Note and then cause the outstanding balance of the Note to

be reduced by an amount equal to the initial outstanding balances of the Partitioned Notes. Concurrently, the Partitioned Notes were

exchanged for 1,340,640 shares of the Company’s common stock.

The form of Note Exchange was identical

for each exchange except for the Partitioned Note amounts and number of shares converted thereunder.

The foregoing descriptions of the

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

in its entirety by reference to the Form Note Exchange Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on

Form 8-K filed on January 29, 2026.

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 June 15, 2026, 1800 converted a

portion of the principal amount owed under the December 15, 2025 promissory note into 355,050 shares of common stock at a per share price

of $0.0563.

On June 16, 2026, 1800 converted a

portion of the principal amount owed under the December 15, 2025 promissory note into 976,389 shares of common stock at a per share price

of $0.0563.

June 17, 2026, the Company issued Streeterville 1,129,031 shares of common stock pursuant to the Series E Preferred exchanges

set forth in Item 1.01 above at a per share price of $0.093.

On June 17, 2026, 1800 Diagonal Lending

LLC converted $21,814 of the remaining principal amount owed under the December 15, 2025 promissory note into 387,254 shares of common

stock at a per share price of $0.05633.

On June 17, 2026, the Company authorized

the issuance of 1,340,640 shares of common stock to Streeterville pursuant to the Note Exchanges set forth in Item 1.01 above at a per

share price of $0.1186.

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

9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1

Quick Capital Securities Purchase Agreement dated June 9, 2026

10.2

Quick Capital Note dated June 9, 2026

10.3

1800 Diagonal Note dated June 12, 2026

10.4

1800 Diagonal Securities Purchase Agreement dated June 12, 2026

104

Cover

Page Interactive Data File

SIGNATURES

Pursuant

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

undersigned hereunto duly authorized.

AMERICAN REBEL HOLDINGS, INC.

Date:

June 18, 2026

By:

/s/

Charles A. Ross, Jr.

Charles

A. Ross, Jr.

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

THIS

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 9, 2026 (the “Execution Date”),

is entered into by and between AMERICAN REBEL HOLDINGS, INC., a Nevada corporation

(the “Company”), and QUICK CAPITAL, LLC, a Wyoming limited liability company (the “Buyer”).

Each capitalized term used herein shall have the meaning ascribed thereto in Section 10 below or as otherwise defined herein.

WHEREAS,

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

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

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

WHEREAS,

the Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement (i)

a convertible promissory note of the Company, in the form attached hereto as Exhibit A and with a face amount of $155,294.12,

in an aggregate funded amount of $132,000.00 as set forth on the Issuance Schedule attached hereto (such note, together with any

note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof,

a “Note”), convertible into shares (the “Conversion Shares”) of common stock, $0.001 par value

per share, of the Company (the “Common Stock”) pursuant to the terms of the Note; such amounts set forth on the Issuance

Schedule (the Note, and the Conversion Shares are collectively referred to as the “Securities”; and

NOW

THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the

receipt and adequacy of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:

1. PURCHASE

AND SALE OF SECURITIES.

(a) Closing.

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

the Buyer shall purchase and fund a Note in such principal amount, and for such funding price,

set forth on the Issuance Schedule under (the “Closing”), which

such funding amount shall be $132,000.00 for the Closing (the “Company Funding Amount”

less legal fees).

(b) Closing

Date. Subject to the satisfaction (or written waiver) of the conditions set forth in

Section 7 and Section 8 below, the date of the issuance and sale of the Note

constituting the Closing pursuant to this Agreement (the “Closing Date”)

shall be the Execution Date.

of Payment. On the Closing Date, the Buyer shall deliver the Company Funding Amount by

wire transfer of immediately available funds, in accordance with the Company’s written

wiring instructions.

2. REPRESENTATIONS

AND WARRANTIES OF THE BUYER. The Buyer represents and warrants to the Company that:

(a) Investment

Purpose. As of the Execution Date, the Buyer is purchasing the Securities for its own

account for investment only and not with a view towards the public sale or distribution thereof,

except pursuant to sales registered or exempted from registration under the Securities Act;

provided, however, that by making the foregoing representation and warranty,

the Buyer does not agree to hold any of the Securities for any minimum or other specific

term and reserves the right to dispose of all or any portion of the Securities at any time

in accordance with or pursuant to a registration statement or an exemption under the Securities

Act.

(b) Reliance

on Exemptions. The Buyer understands that the Securities are being offered and sold to

it in reliance upon specific exemptions from the registration requirements of United States

federal and state securities laws and that the Company is relying upon the truth and accuracy

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

and understandings of the Buyer set forth herein in order to determine the availability of

such exemptions and the eligibility of the Buyer to acquire the Securities.

The Buyer and its advisors, if any, have been furnished with all materials relating to the

business, finances and operations of the Company and materials relating to the offer and

sale of the Securities which have been requested by the Buyer or its advisors. The Buyer

and its advisors, if any, have been afforded the opportunity to ask questions of the Company.

Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material non-public

information and will not disclose such information unless such information is disclosed to

the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries

nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives

shall modify, amend or affect Buyer’s right to rely on the Company’s representations

and warranties contained in Section 3 below.

(d) Authorization;

Enforcement; Organization. This Agreement has been duly and validly authorized by the

Buyer. This Agreement has been duly executed and delivered on behalf of the Buyer, and this

Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance

with its terms. The Buyer is a limited liability company organized under the laws of the

State of Wyoming.

(e) Accredited

Investor Status. The Buyer is (i) an “accredited investor” as that term is

defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason

of Rule 501(a)(3) (an “Accredited Investor”), (ii) experienced in making

investments of the kind described in this Agreement and the related documents, (iii) able,

by reason of the business and financial experience of its officers (if an entity) and professional

advisors (who are not affiliated with or compensated in any way by the Company or any of

its Affiliates or selling agents), to protect its own interests in connection with the transactions

described in this Agreement, and the related documents, and (iv) able to afford the entire

loss of its investment in the Securities.

(f) General

Solicitation. The Buyer is not purchasing the Securities as a result of any advertisement,

article, notice or other communication regarding the Securities published in any newspaper,

magazine or similar media or broadcast over television or radio or presented at any seminar

or any other general solicitation or general advertisement.

3. REPRESENTATIONS

AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Buyer that

as of the Execution Date and as of the Closing Date (or as of such other time expressly specified

below):

(a) Corporate

Governance Compliance:

(i) Issuance

of Note and Conversion Shares. The Note has been duly authorized and is being validly

issued to the Buyer. The Conversion Shares have been duly authorized and fully reserved for

issuance and, upon conversion of the Note in accordance with its terms, will be validly issued,

fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with

respect to the issue thereof, with the holders being entitled to all rights accorded to a

holder of Common Stock. The Conversion Shares shall not be subject to pre-emptive rights

or other similar rights of stockholders of the Company (except to the extent already waived)

and will not impose personal liability upon the holder thereof, other than restrictions on

transfer provided for in the Transaction Documents and under the Securities Act.

(ii) Organization

and Qualification. The Company is a corporation duly incorporated, validly existing and

in good standing under the laws of the State of Nevada, with the requisite corporate power

and authority to own and use its properties and assets and to carry on its business as currently

conducted. Each of the Subsidiaries is an entity duly incorporated or otherwise organized,

validly existing and in good standing under the laws of the jurisdiction of its incorporation

or organization, with the requisite corporate power and authority to own and use its properties

and assets and to carry on its business as currently conducted. Each of the Company and the

Subsidiaries is not in violation or default of any of the provisions of its respective certificate

or articles of incorporation, bylaws or other organizational or charter documents. Each of

the Company and the Subsidiaries is duly qualified to conduct business and is in good standing

as a foreign corporation or other entity in each jurisdiction in which the nature of the

business conducted or property owned by it makes such qualification necessary, except where

the failure to be so qualified or in good standing, as the case may be, could not have or

reasonably be expected to result in a Material Adverse Effect and no proceeding has been

instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke,

limit or curtail such power and authority or qualification.

(iii) Authorization;

Enforcement. The Company has the requisite corporate power and authority to enter into

and perform its obligations under this Agreement and the other Transaction Documents. The

execution and delivery of this Agreement and the other Transaction Documents by the Company

and the consummation by it of the transactions contemplated hereby and thereby have been

duly authorized by all necessary corporate action, and no further consent or authorization

of the Company or its Board of Directors or stockholders is required. Each of this Agreement

and the other Transaction Documents has been duly executed and delivered by the Company and

constitutes a valid and binding obligation of the Company enforceable against the Company

in accordance with its terms, except as such enforceability may be limited by applicable

bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement

of, creditors’ rights and remedies or by other equitable principles of general application.

(iv) Capitalization.

As of the Execution Date, the authorized capital stock of the Company is as set forth in

the SEC Documents (as defined below). Except as set forth on Schedule 3(a)(iv), the

Company has not issued any capital stock since its most recently filed SEC Document, other

than pursuant to the exercise of employee stock options under the Company’s stock option

plans, the issuance of shares of Common Stock to employees pursuant to the Company’s

employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock

Equivalents outstanding as of the date of the most recently filed SEC Document. Except as

disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s

stock option plans, no shares are reserved for issuance pursuant to the terms of any Common

Stock Equivalents (other than the Note) exercisable for, or convertible into or exchangeable

for shares of Common Stock and sufficient shares are reserved for issuance upon conversion

of the Note (as required by the Note and Transfer Agent Instruction Letter). All of such

outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly

issued, fully paid, and non-assessable. No shares of capital stock of the Company are subject

to preemptive rights or any other similar rights of the stockholders of the Company or any

liens or encumbrances imposed through the actions or failure to act of the Company. Except

as disclosed in the SEC Documents, as of the Execution Date, (i) there are no outstanding

options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal,

agreements, understandings, claims or other commitments or rights of any character whatsoever

relating to, or securities or rights convertible into or exchangeable for any shares of capital

stock of the Company or any of its Subsidiaries, or arrangements by which the Company or

any of its Subsidiaries is or may become bound to issue additional shares of capital stock

of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under

which the Company or any of its Subsidiaries is obligated to register the sale of any of

its or their securities under the Securities Act and (iii) there are no anti-dilution or

price adjustment provisions contained in any security issued by the Company (or in any agreement

providing rights to security holders) that will be triggered by the issuance of the Securities.

The Company has filed in its SEC Documents true and correct copies of the Company’s

Certificate of Incorporation as in effect on the Execution Date, the Company’s bylaws,

as in effect on the Execution Date, and the terms of all securities convertible into or exercisable

for Common Stock of the Company and the material rights of the holders thereof in respect

thereto. The Company shall provide the Buyer a certification of this representation signed

by the Company’s Chief Executive Officer on behalf of the Company as of the Closing

Date.

(v) No

Conflicts. The execution, delivery and performance of this Agreement and the other Transaction

Documents by the Company and the consummation by the Company of the transactions contemplated

hereby and thereby (including, without limitation, the issuance and reservation for issuance

of the Conversion Shares) will not (a) result in a violation of the Company’s or any

Subsidiary’s certificate or articles of incorporation, by-laws or other organizational

or charter documents, (b) conflict with, or constitute a material default (or an event that

with notice or lapse of time or both would become a material default) under, result in the

creation of any Lien upon any of the properties or assets of the Company or any Subsidiary,

or give to others any rights of termination, amendment, acceleration or cancellation of,

any agreement, indenture, instrument or any “lock-up” or similar provision of

any underwriting or similar agreement to which the Company or any Subsidiary is a party,

or (c) result in a violation of any federal, state or local law, rule, regulation, order,

judgment or decree (including federal and state securities laws and regulations) applicable

to the Company or any Subsidiary or by which any property or asset of the Company or any

Subsidiary is bound or affected (except for such conflicts, defaults, terminations, amendments,

accelerations, cancellations and violations as would not, individually or in the aggregate,

have a Material Adverse Effect), nor is the Company otherwise in violation of, conflict with

or in default under any of the foregoing. The business of the Company is not being conducted

in violation of any law, ordinance or regulation of any governmental entity, except for possible

violations that either singly or in the aggregate do not and will not have a Material Adverse

Effect. The Company is not required under federal, state or local law, rule or regulation

to obtain any consent, authorization or order of, or make any filing or registration with,

any court or governmental agency in order for it to issue the Conversion Shares or to execute,

deliver or perform any of its obligations under this Agreement or the other Transaction Documents

(other than any SEC, FINRA or state securities filings that may be required to be made by

the Company subsequent to Closing).

(b) SEC

and Offering Compliance:

(i) SEC

Documents. The Company has filed all reports, schedules, forms, statements and other

documents required to be filed by the Company under the Securities Act and the Exchange Act

for the Company to be deemed fully “fully reporting” and “current”

and in compliance with the periodic and current reporting requirements of Section 13 or 15(d)

of the Exchange Act, and in compliance with the Rule 144(c)(1) under the Securities Act (the

foregoing materials, including the exhibits thereto and documents incorporated by reference

therein, being collectively referred to herein as the “SEC Documents”).

The SEC Documents comply in all material respects with the requirements of the Securities

Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable

to such SEC Documents, and none of the SEC Documents contain any untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary in order

to make the statements therein, in light of the circumstances under which they were made,

not misleading.

(ii) Financial

Statements. The financial statements of the Company included in its OTC Filings and Disclosures

and SEC Documents (the “Financial Statements”) comply as to form and substance

in all material respects with applicable accounting requirements and the published rules

and regulations of the SEC as well as other applicable rules and regulations with respect

thereto. Such Financial Statements have been prepared in accordance with generally accepted

accounting principles applied on a consistent basis during the periods involved (except (a)

as may be otherwise indicated in such Financial Statements or the notes thereto or (b) in

the case of unaudited interim statements, to the extent they may not include footnotes or

may be condensed or summary statements) and fairly present in all material respects the financial

position of the Company as of the dates thereof and the results of operations and cash flows

for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial,

year-end audit adjustments). The Company maintains a system of internal accounting controls

appropriate for its size. There is no transaction, arrangement, or other relationship between

the Company and an unconsolidated or other off balance sheet entity that is not disclosed

by the Company in its Financial Statements or otherwise that would be reasonably likely to

have a Material Adverse Effect. Except with respect to the material terms and conditions

of the transactions contemplated by the Transaction Documents, the Company confirms that

neither it nor any other Person acting on its behalf has provided the Buyer or its agents

or counsel with any information that it believes constitutes or might constitute material,

non-public information. The Company understands and confirms that the Buyer will rely on

the foregoing representation in effecting transactions in securities of the Company.

(iii) Acknowledgment

Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that

the Buyer is acting solely in the capacity of an arm’s length purchaser with respect

to the Transaction Documents and the transactions contemplated hereby and thereby and that

the Buyer is neither (i) an officer or director of the Company or any of its Subsidiaries,

nor (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its

Subsidiaries. The Company further acknowledges that the Buyer is not acting as a financial

advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity)

with respect to the Transaction Documents and the transactions contemplated hereby and thereby,

and any advice given by a Buyer or any of its representatives or agents in connection with

the Transaction Documents and the transactions contemplated hereby and thereby is merely

incidental to the Buyer’s purchase of the Securities. The Company further represents

to the Buyer that the Company’s decision to enter into the Transaction Documents has

been based solely on the independent evaluation by the Company and its representatives.

(iv) No

Integrated Offering. Neither the Company, nor any person acting on its or their behalf,

has directly or indirectly made any offers or sales in any security or solicited any offers

to buy any security under circumstances that would require registration under the Securities

Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the

Buyer will not be integrated with any other issuance of the Company’s securities (past,

current or future) for purposes of any stockholder approval provisions applicable to the

Company or its securities.

(v) Brokers.

No broker is entitled to a commission payable by the Company in connection with the transactions

contemplated by this transaction and the Company has taken no action which would give rise

to any claim by any person for brokerage commissions, transaction fees or similar payments

relating to this Agreement, or the transactions contemplated hereby.

(vi) Disclosure.

All information relating to or concerning the Company or any of its Subsidiaries set forth

in this Agreement and provided to the Buyer pursuant in connection with the transactions

contemplated hereby is true and correct in all material respects and the Company has not

omitted to state any material fact necessary in order to make the statements made herein

or therein, in light of the circumstances under which they were made, not misleading. No

event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries

or its or their business, properties, prospects, operations or financial conditions, which,

under applicable law, rule or regulation, requires public disclosure or announcement by the

Company but which has not been so publicly announced or disclosed (assuming for this purpose

that the Company’s reports filed under the Exchange Act are being incorporated into

an effective registration statement filed by the Company under the Securities Act).

(vii) Shell

Company Status. The Company is not currently an issuer identified in Rule 144(i)(1)(i)

under the Securities Act, and, if it was at any time previously been such an issuer, then

the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange

Act, has filed all reports and other materials required to be filed by Section 13 or 15(d)

of the Exchange Act, as applicable during the preceding 12 months, and, as of a date at least

one year prior to the Execution Date, has filed current “Form 10 information”

with the SEC (as defined in Rule 144(i)(3) of the Securities Act) reflecting its status as

an entity that is no longer an issuer described in Rule 144(i)(1)(i) of the Securities Act.

(viii) No

Disqualification Events. With respect to Securities to be offered and sold hereunder

in reliance on Rule 506 under the Securities Act (“Regulation D Securities”),

none of the Company, any of its predecessors, any affiliated issuer, any director, executive

officer, other officer of the Company participating in the offering hereunder, any beneficial

owner of 20% or more of the Company’s outstanding voting equity securities, calculated

on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under

the Securities Act) connected with the Company in any capacity at the time of sale (each,

an “Issuer Covered Person” and, together, “Issuer Covered Persons”)

is subject to any of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)(viii)

under the Securities Act (each, a “Disqualification Event”), except for

a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable

care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

The Company has complied, to the extent applicable, with its disclosure obligations under

Rule 506(e), and has furnished to the Buyers a copy of any disclosures provided thereunder.

(ix) Other

Covered Persons. The Company is not aware of any Person (other than any Issuer Covered

Person) that has been or will be paid (directly or indirectly) remuneration for solicitation

of buyers or potential purchasers in connection with the sale of any Regulation D Securities.

(x) No

General Solicitation; Placement Agent. Neither the Company, nor any of its Subsidiaries

or Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general

solicitation or general advertising (within the meaning of Regulation D) in connection with

the offer or sale of the Securities. Neither the Company nor any of its Subsidiaries has

engaged any placement agent in connection with the sale of the Securities. In the event that

a broker-dealer or other agent or advisory is engaged by the Company subsequent to the initial

Closing, the Company shall be responsible for the payment of any placement agent’s

fees, financial advisory fees, or brokers’ commissions (other than for persons engaged

by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated

hereby in connection with the sale of the Securities. The Company shall pay, and hold the

Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s

fees and out-of-pocket expenses) arising in connection with any such claim.

(xi) Investment

Company Status. The Company is not, and upon consummation of the sale of the Securities

will not be, an “investment company,” a company controlled by an “investment

company” or an “affiliated person” of, or “promoter” or “principal

underwriter” for, an “investment company” as such terms are defined in

the Investment Company Act of 1940, as amended.

(xii) Transfer

Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar

taxes) which are required to be paid in connection with the sale and transfer of the Securities

to be sold to the Buyer hereunder will be, or will have been, fully paid or provided for

by the Company, and all laws imposing such taxes will be or will have been complied with.

(xiii) Compliance

with Rule 15c2-11. On the Closing Date, and at all times that any of the Securities remain

outstanding, the Company shall maintain as publicly available all information required by

paragraph (b) of Rule 15c2-11 of the Exchange Act (as effective on September 26, 2021), as

amended, such that brokers or dealers attempting to publish any quotation for the Common

Stock or, directly or indirectly, to submit any such quotation for publication, shall be

able to comply with Rule 15c2-11(a).

(i) Absence

of Certain Changes. No event has occurred that would have a Material Adverse Effect on

the Company or any Subsidiary that has not been disclosed in the SEC Documents, OTC Filings

and Disclosures. Without limiting the generality of the foregoing, except as disclosed in

the SEC Documents, OTC Filings and Disclosures, neither the Company nor any of its Subsidiaries

has taken any of the actions set forth on Schedule 3(c)(i).

(ii) Absence

of Litigation. Except as disclosed in the SEC Documents, there are no actions, suits,

investigations, inquiries or proceedings pending or, to the Knowledge of the Company, threatened

against or affecting the Company, any Subsidiary or any of their respective properties, nor

has the Company received any written or oral notice of any such action, suit, proceeding,

inquiry or investigation, which would have a Material Adverse Effect or would require disclosure

under the Securities Act or the Exchange Act. No judgment, order, writ, injunction or decree

or award has been issued by or, to the Knowledge of the Company, requested of any court,

arbitrator or governmental agency which would have a Material Adverse Effect. Except as disclosed

in the SEC Documents, OTC Filings and Disclosures or as set forth on Schedule 3(c)(ii)

there has not been, and to the Knowledge of the Company, there is not pending or contemplated,

any investigation by the SEC involving the Company, any Subsidiary or any current or former

director or officer of the Company or any Subsidiary.

(iii) Patents,

Copyrights, etc. The Company and the Subsidiaries own or possess adequate rights

or licenses to use all material trademarks, trade names, service marks, service mark registrations,

service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental

authorizations, trade secrets and rights necessary to conduct their respective businesses

as now conducted (“Intellectual Property”). None of the Company’s

nor any Subsidiary’s Intellectual Property rights have expired or terminated, or, by

the terms and conditions thereof, could expire or terminate within two years from the Execution

Date. The Company does not have any Knowledge of any infringement by the Company and/or any

Subsidiary of any material trademark, trade name rights, patents, patent rights, copyrights,

inventions, licenses, service names, service marks, service mark registrations, trade secret

or other similar rights of others, or of any such development of similar or identical trade

secrets or technical information by others, and there is no claim, action or proceeding being

made or brought against, or to the Company’s Knowledge, being threatened against, the

Company and/or any Subsidiary regarding trademark, trade name, patents, patent rights, invention,

or other infringement, which could reasonably be expected to have a Material Adverse Effect.

(iv) Tax

Status. The Company and each of its Subsidiaries has made or filed all federal and material

state and foreign income and all other material tax returns, reports and declarations required

by any jurisdiction to which it is subject (unless and only to the extent that the Company

and each of its Subsidiaries has set aside on its books provisions reasonably adequate for

the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental

assessments and charges that are material in amount, shown or determined to be due on such

returns, reports and declarations, except those being contested in good faith and has set

aside on its books provisions reasonably adequate for the payment of all taxes for periods

subsequent to the periods to which such returns, reports or declarations apply. There are

no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction,

and the officers of the Company know of no basis for any such claim. The Company has not

executed a waiver with respect to the statute of limitations relating to the assessment or

collection of any foreign, federal, state or local tax. None of the Company’s tax returns

is presently being audited by any taxing authority.

(v) Certain

Transactions. Except as set forth in the SEC Documents, OTC Filings and Disclosures,

none of the officers or directors of the Company or any Subsidiary, and to the Knowledge

of the Company, none of the employees of the Company or any Subsidiary is presently a party

to any transaction with the Company or any Subsidiary (other than for services as employees,

officers and directors), including any contract, agreement or other arrangement providing

for the furnishing of services to or by, providing for rental of real or personal property

to or from, or otherwise requiring payments to or from any officer, director or such employee

or, to the Knowledge of the Company, any entity in which any officer, director, or any such

employee has a substantial interest or is an officer, director, trustee or partner, in each

case in excess of the lesser of (i) $120,000 or (ii) one percent of the average of the Company’s

total assets at year-end for the last two completed fiscal years, other than for (i) payment

of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred

on behalf of the Company or any Subsidiary and (iii) other employee benefits, including stock

option agreements under any stock option plan of the Company.

(vi) Permits;

Compliance. The Company and each of its Subsidiaries is in possession of all franchises,

grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates,

approvals and orders necessary to own, lease and operate its properties and to carry on its

business as it is now being conducted (collectively, the “Company Permits”),

and there is no action pending or, to the Knowledge of the Company, threatened regarding

suspension or cancellation of any of the Company Permits. Neither the Company nor any of

its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits,

except for any such conflicts, defaults or violations which, individually or in the aggregate,

would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor

any of its Subsidiaries has received any notification with respect to possible conflicts,

defaults or violations of applicable laws, except for notices relating to possible conflicts,

defaults or violations, which conflicts, defaults or violations would not have a Material

Adverse Effect.

(vii) Environmental

Matters. The Company is in compliance with all applicable Environmental Laws in all respects

except where the failure to comply does not have and could not reasonably be expected to

have a Material Adverse Effect. For purposes of the foregoing: “Environmental Laws”

means, collectively, the Comprehensive Environmental Response, Compensation and Liability

Act of 1980, as amended, the Superfund Amendments and Reauthorization Act of 1986, the Resource

Conservation and Recovery Act, the Toxic Substances Control Act, as amended, the Clean Air

Act, as amended, the Clean Water Act, as amended, any other “Superfund” or “Superlien”

law or any other applicable federal, state or local statute, law, ordinance, code, rule,

regulation, order or decree regulating, relating to, or imposing liability or standards of

conduct concerning, the environment or any Hazardous Material.

(viii) Title

to Property. Except as disclosed in the SEC Documents, OTC Filings and Disclosures, the

Company and each Subsidiary has good and marketable title in fee simple to all real property

owned by it and good and marketable title in all personal property owned by it that is material

to the business of the Company and each Subsidiary, in each case free and clear of all Liens

and, except for Liens as do not materially affect the value of such property and do not materially

interfere with the use made and proposed to be made of such property by the Company or any

Subsidiary and Liens for the payment of federal, state or other taxes, the payment of which

is neither delinquent nor subject to penalties. Any real property and facilities held under

lease by the Company, or any Subsidiary is held under valid, subsisting and enforceable leases

with which the Company is in compliance with such exceptions as are not material and do not

interfere with the use made and proposed to be made of such property and buildings by the

Company or any Subsidiary.

(ix) Internal

Accounting Controls. Except as disclosed in the SEC Documents the Company and each of

its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment

of the Company’s board of directors, to provide reasonable assurance that (i) transactions

are executed in accordance with management’s general or specific authorizations, (ii)

transactions are recorded as necessary to permit preparation of financial statements in conformity

with generally accepted accounting principles and to maintain asset accountability, (iii)

access to assets is permitted only in accordance with management’s general or specific

authorization and (iv) the recorded accountability for assets is compared with the existing

assets at reasonable intervals and appropriate action is taken with respect to any differences.

The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended,

which are applicable to it.

(x) Foreign

Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director,

officer, agent, employee or other person acting on behalf of the Company or any Subsidiary

has, in the course of his actions for, or on behalf of, the Company, used any corporate funds

for any unlawful contribution, gift, entertainment or other unlawful expenses relating to

political activity; made any direct or indirect unlawful payment to any foreign or domestic

government official or employee from corporate funds; violated or is in violation of any

provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe,

rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic

government official or employee.

(xi) Solvency.

The Company (after giving effect to the transactions contemplated by this Agreement) is solvent

(i.e., its assets have a fair market value in excess of the amount required to pay its probable

liabilities on its existing debts as they become absolute and matured) and currently the

Company has no information that would lead it to reasonably conclude that the Company would

not, after giving effect to the transaction contemplated by this Agreement, have the ability

to, nor does it intend to take any action that would impair its ability to, pay its debts

from time to time incurred in connection therewith as such debts mature. Except as disclosed

in the SEC Documents, OTC Filings and Disclosures or on Schedule 3(c)(xi), the Company

did not receive a qualified opinion from its auditors with respect to its most recent fiscal

year end and, after giving effect to the transactions contemplated by this Agreement, does

not anticipate or know of any basis upon which its auditors might issue a qualified opinion

in respect of its current fiscal year. For the avoidance of doubt any qualification of the

auditors’ opinion relating to the Company’s ability to continue as a “going

concern” shall not, by itself, be a violation of this Section 3(c)(xi).

(xii) Insurance.

The Company and each Subsidiary is insured by insurers of recognized financial responsibility

against such losses and risks and in such amounts as management of the Company believes to

be prudent and customary in the businesses in which the Company and each Subsidiary is engaged.

Neither the Company, nor any Subsidiary has been refused any insurance coverage sought or

applied for, and the Company has no reason to believe that it or any Subsidiary will not

be able to renew its existing insurance coverage as and when such coverage expires or to

obtain similar coverage from similar insurers as may be necessary to continue its business

at a cost that would not materially and adversely affect the condition, financial or otherwise,

or the earnings, business or operations of the Company, taken as a whole.

(xiii) No

Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in

the SEC Documents, OTC Filings and Disclosures, the Company and its Subsidiaries have no

liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted

or otherwise and whether due or to become due) other than those liabilities or obligations

that are disclosed in the Financial Statements or which do not exceed, individually in excess

of $50,000 and in the aggregate in excess of $200,000. The reserves, if any, established

by the Company or the lack of reserves, if applicable, are reasonable based upon facts and

circumstances known by the Company on the Execution Date and there are no loss contingencies

that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of

the Financial Accounting Standards Board which are not provided for in the Financial Statements.

(xiv) Management.

During the past five-year period, no current or former officer or director or, to the Knowledge

of the Company, stockholder of the Company or any of its Subsidiaries has been the subject

of any matter that would require disclosure under Paragraph (f) of Rule 401 of Regulation

S-K that has not been publicly disclosed.

(xv) Assets;

Title. Except as disclosed on Schedule 3(c)(xv), each of the Company and its Subsidiaries

has good and valid title to, or a valid leasehold interest in, as applicable, all of its

properties and assets, free and clear of all Liens except (i) any Lien for taxes not yet

due or delinquent or being contested in good faith by appropriate proceedings for which adequate

reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in

the ordinary course of business by operation of law with respect to a liability that is not

yet due or delinquent, (iii) any Lien created by operation of law, such as materialmen’s

liens, mechanics’ liens and other similar liens, arising in the ordinary course of

business with respect to a liability that is not yet due or delinquent or that are being

contested in good faith by appropriate proceedings, and (iv) such as have been disposed of

in the ordinary course of business. To the Company’s Knowledge, all tangible personal

property owned by the Company and its Subsidiaries has been maintained in good operating

condition and repair, except (x) for ordinary wear and tear, and (y) where such failure would

not have a Material Adverse Effect. To the Company’s Knowledge, all assets leased by

the Company or any of its Subsidiaries are in the condition required by the terms of the

lease applicable thereto during the term of such lease and upon the expiration thereof. To

the Company’s Knowledge, the Company and its Subsidiaries have good and marketable

title in fee simple to all real property and good and marketable title to all personal property

owned by them which is material to the business of the Company and its Subsidiaries, in each

case free and clear of all liens, encumbrances and defects. Any real property and facilities

held under lease by the Company or any of its Subsidiaries are held by them under valid,

subsisting and enforceable leases with such exceptions as are not material and do not interfere

with the use made and proposed to be made of such property and buildings by the Company and

its Subsidiaries.

(xvi) Subsidiary

Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and

to receive dividends and distributions on, all equity securities of its Subsidiaries as owned

by the Company or such Subsidiary.

(xvii) Books

and Records. To the Company’s Knowledge, the books of account, ledgers, order books,

records and documents of the Company and its Subsidiaries accurately and completely reflect

all information relating to the respective businesses of the Company and its Subsidiaries,

the nature, acquisition, maintenance, location and collection of each of their respective

assets, and the nature of all transactions giving rise to material obligations or accounts

receivable of the Company or its Subsidiaries, as the case may be, except where the failure

to so reflect such information would not have a Material Adverse Effect. To the Company’s

Knowledge, the minute books of the Company and its Subsidiaries contain accurate records

in all material respects of all meetings and accurately reflect all other actions taken by

the stockholders, boards of directors and all committees of the boards of directors, and

other governing Persons of the Company and its Subsidiaries, respectively.

(xviii) Money

Laundering. The Company and its Subsidiaries are in compliance with, and have not previously

violated, the USA PATRIOT ACT of 2001 and all other applicable U.S. and non-U.S. anti-money

laundering laws and regulations, including, but not limited to, the laws, regulations and

Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets

Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled,

“Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to

Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations

contained in 31 CFR, Subtitle B, Chapter V.

(d) General

(i) Acknowledgment

of Dilution. The Company understands and acknowledges the potentially dilutive effect

to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note.

The Company further acknowledges that its obligation to issue Conversion Shares upon conversion

of the Note is absolute and unconditional, regardless of the dilutive effect that such issuances

may have on the ownership interests of other stockholders of the Company.

(ii) Breach

of Representations and Warranties by the Company. If the Company breaches any of the

representations or warranties set forth in this Section 3, and in addition to any

other remedies available to the Buyer pursuant to this Agreement, it will be considered an

Event of Default under the Note.

(iii) Absence

of Schedules. In the event that at the Closing Date, the Company does not deliver and

attach hereto any disclosure schedule contemplated by this Agreement, the Company hereby

acknowledges and agrees that (i) each such undelivered disclosure schedule shall be deemed

to read as follows: “Nothing to Disclose”, and (ii) the Buyer has not otherwise

waived delivery of such disclosure schedule.

4. GENERAL

COVENANTS.

(a) Best

Efforts. The parties shall use their commercially reasonable best efforts to satisfy

timely each of the conditions described in Section 7 and 8 of this Agreement.

(b) Use

of Proceeds. The Company shall use the proceeds from the sale of the Note first as set

forth on Schedule 4(b), and thereafter for other general corporate purposes and shall

not, directly or indirectly, use such proceeds for any loan to or investment in any other

corporation, partnership, enterprise or other person.

Information. The Company agrees to send or make available the following reports to the

Buyer until the Buyer transfers, assigns, or sells all of the Securities: (i) within ten

(10) days after the filing with the SEC, a copy of its Annual Report on Form 10-K, its Quarterly

Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within five (5) days after

upload or filing, any filings made in the SEC Documents, OTC Filings and Disclosures; (iii)

within one (1) day after release, copies of all press releases issued by the Company or any

of its Subsidiaries relating to the transactions contemplated hereby; and (iv) contemporaneously

with the making available or giving to the stockholders of the Company, copies of any notices

or other information the Company makes available or gives to such stockholders. For the avoidance

of doubt, filing the documents required in (i) above via EDGAR or releasing any documents

set forth in (ii) above via a recognized wire service shall satisfy the delivery requirements

of this Section 4(c).

(d) Listing.

The Company shall work in good faith to secure the listing of the Conversion Shares upon

each national securities exchange or automated quotation system, if any, upon which shares

of Common Stock are then listed (subject to official notice of issuance) and, so long as

the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common

Stock shall be so listed, such listing of all Conversion Shares. The Company will obtain

and, so long as the Buyer owns any of the Securities, maintain the listing and trading of

its Common Stock on the Trading Market and will comply in all respects with the Company’s

reporting, filing and other obligations under the bylaws or rules of the FINRA and such exchanges,

as applicable.

(e) Corporate

Existence. So long as the Buyer beneficially owns any of the Securities, the Company

shall maintain its corporate existence and shall not sell all or substantially all of the

Company’s assets, except in the event of a merger or consolidation or sale of all or

substantially all of the Company’s assets, where the surviving or successor entity

in such transaction (i) assumes the Company’s obligations hereunder and under the agreements

and instruments entered into in connection herewith and (ii) is a publicly traded corporation

whose Common Stock is listed or quoted for trading on the Trading Market.

(f) No

Integration. The Company shall not make any offers or sales of any security (other than

the Securities) under circumstances that would require registration of the Securities being

offered or sold hereunder under the Securities Act or cause the offering of the Securities

to be integrated with any other offering of securities by the Company for the purpose of

any stockholder approval provision applicable to the Company or its securities.

(g) Failure

to Comply with the Exchange Act. So long as the Buyer beneficially owns any of the Securities,

the Company shall comply with the reporting requirements of the Exchange Act; and the Company

be subject to the periodic reporting and other reporting requirements of the Exchange Act.

(h) Breach

of Covenants. If the Company breaches any of the covenants set forth in this Section

4, then in addition to any other remedies available to the Buyer pursuant to this Agreement,

each such breach will be considered an “Event of Default” under the Note.

(i) Reservation

of Shares. The Company covenants that while the Note remains outstanding, the Company

will reserve from its authorized and unissued Common Stock, four times (400%) of the number

of shares of Common Stock, free from pre-emptive rights, that would be issuable upon full,

unconditioned conversion of the Note calculated on the basis of the conversion price, in

effect as the Closing Date, which such reserved amounts shall be increased by the Company

from time to time in accordance with its obligations under such Securities. In addition to

all other rights in this Agreement and the Note, in the event that on any date (the “Reserve

Depletion Date”) the Company does not have available enough authorized shares of

Common Stock to satisfy any conversion request regarding the Note, the Company shall repay

all outstanding amounts owed under the Note in full within sixty (60) days of the Reserve

Depletion Date.

(j) Indemnification.

Each party hereto (an “Indemnifying Party”) agrees to indemnify and hold

harmless the other party along with its officers, directors, employees, and authorized agents,

and each Person or entity, if any, who controls such party within the meaning of Section

15 of the Securities Act or Section 20 of the Exchange Act or the rules and regulations thereunder

(an “Indemnified Party”) from and against any Damages, joint or several,

and any action in respect thereof to which the Indemnified Party becomes subject to, resulting

from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment

of or failure to perform any covenant or agreement on the part of the Indemnifying Party

contained in this Agreement.

(k) Certain

Expenses and Fees. The Company shall pay all stamp taxes and other taxes and duties levied

in connection with the delivery of the Note to the Buyer. In addition, the Buyer shall be

entitled to withhold $7,000.00 for the Buyer’s legal fees from the amounts delivered

at Closing such amounts to be paid directly to Buyer’s counsel.

5. SPECIAL

COVENANTS

(a) Piggyback

Registration Rights. The Company shall include on any registration and/or offering statement

filed with the SEC, including without limitation on any offering statement on Form 1-A, all

Conversion Shares for resale by the Buyer. In addition to all other remedies at law or in

equity or otherwise under this Agreement or other Transaction Documents, failure to do so

will result in liquidated damages of $20,000.00 pursuant to this Section 5(a), being

immediately due and payable to the Buyer at its election in the form of cash payment.

(b) Variable

Rate Transactions. [RESERVED].

[RESERVED].

(d) Participation

Rights. [RESERVED].

(e) Repayment

from Proceeds. [RESERVED].

(f) Right

of First Refusal. [RESERVED].

(g) Compliance

with Rule 15c2-11. The Company take all actions to maintain as publicly available all

information required by paragraph (b) of Rule 15c2-11 of the Exchange Act (as effective on

September 26, 2021), as amended, such that brokers or dealers attempting to publish any quotation

for the Common Stock or, directly or indirectly, to submit any such quotation for publication,

shall be able to comply with Rule 15c2-11(a).

(h) Prohibition

on Certain Transactions. The Buyer covenants and agrees that neither it nor any affiliate

acting on its behalf or pursuant to any understanding with it will execute any “short

sales” of the Common Stock as defined in Rule 200 of Regulation SHO under the Exchange

Act.

(i) Most

Favoured Nation. [RESERVED].

(j) Audit.

The Company shall maintain an engagement with a PCAOB-registered accounting firm at all times

the Securities are outstanding.

(k) Breach

of Covenants. If the Company breaches any of the covenants set forth in this Section

5, then, in addition to any other remedies available to the Buyer pursuant to this Agreement,

each such breach will be considered an “Event of Default” under the Note.

6. Transfer

Agent Instructions.

Prior to registration of the Conversion Shares under the Securities Act or the date on which

the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the

number of Securities as of a particular date that can then be immediately sold, all such

certificates shall bear the restrictive legend specified in the Note as applicable. The Company

warrants that: (i) no stop transfer instructions will be given by the Company to its Transfer

Agent and that the Securities shall otherwise be freely transferable on the books and records

of the Company as and to the extent provided in this Agreement and the Note; (ii) it will

not direct its Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer

Agent in transferring (or issuing) (electronically or in certificated form) any certificate

for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant

to the Note, respectively, as and when required by the Note, or this Agreement; and (iii)

it will not fail to remove (or direct its Transfer Agent not to remove or impairs, delays,

and/or hinders its Transfer Agent from removing) any restrictive legend (or to withdraw any

stop transfer instructions in respect thereof) on any certificate for any Conversion Shares

as contemplated by the terms of this Agreement, the Note, as applicable. Nothing in this

Section shall affect in any way the Buyer’s obligations and agreement to comply with

all applicable prospectus delivery requirements, if any, upon re-sale of the Securities.

If the Buyer provides the Company (which shall be at the cost of the Company), with (i) an

opinion of counsel in form, substance and scope customary for opinions in comparable transactions,

to the effect that a public sale or transfer of any Securities may be made without registration

under the Securities Act and such sale or transfer is effected or (ii) the Buyer provides

reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall

permit the transfer, and, in the case of the Conversion Shares, promptly instruct its Transfer

Agent to issue one or more certificates, free from restrictive legend, in such name and in

such denominations as specified by the Buyer or, in the sole discretion of the Buyer, the

Company shall take all action necessary to ensure that such Common Stock is transferred electronically

as DWAC (as defined in the Note) shares. The Company acknowledges that a breach by it of

its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent

and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges

that the remedy at law for a breach of its obligations under this Section may be inadequate

and agrees, in the event of a breach or threatened breach by the Company of the provisions

of this Section, that the Buyer shall be entitled, in addition to all other available remedies,

to an injunction restraining any breach and requiring immediate transfer, without the necessity

of showing economic loss and without any bond or other security being required.

7. CONDITIONS

PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder

to issue and sell any Note to the Buyer at the Closing is subject to the satisfaction, at

or before the Closing Date, of each of the following conditions thereto, provided that these

conditions are for the Company’s sole benefit and may be waived by the Company at any

time in its sole discretion:

(a) The

Buyer shall have executed this Agreement and delivered the same to the Company.

(b) The

Buyer shall have delivered the Company Funding Amount in accordance with Section 1

above.

representations and warranties of the Buyer shall be true and correct in all material respects

as of the date when made and as of the Closing Date as though made at that time (except for

representations and warranties that speak as of a specific date), and the Buyer shall have

performed, satisfied and complied in all material respects with the covenants, agreements,

and conditions required by this Agreement to be performed, satisfied or complied with by

the Buyer at or prior to the Closing Date.

(d) No

litigation, statute, rule, regulation, executive order, decree, ruling, or injunction shall

have been enacted, entered, promulgated, or endorsed by or in any court or governmental authority

of competent jurisdiction or any self-regulatory organization having authority over the matters

contemplated hereby which prohibits the consummation of any of the transactions contemplated

by this Agreement.

8. CONDITIONS

PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder

to purchase the Note and fund such Note at the Closing is subject to the satisfaction, at

or before the Closing Date of each of the following conditions, provided that these conditions

are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its

sole discretion:

(a) The

Company shall have executed this Agreement and delivered the same to the Buyer on the Closing

Date.

(b) The

Company shall have delivered to the Buyer the duly executed Note in accordance with Section

1 above on the Closing Date.

Company shall have delivered to the Buyer the duly executed Transfer Agent Instruction Letter

on the Closing Date.

(d) The

Company shall have delivered a copy of its Directors’ resolutions relating to the transactions

contemplated hereby, the form of which is attached hereto as Exhibit C, on the Closing

Date.

(e) No

litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall

have been enacted, entered, promulgated or endorsed by or in any court or governmental authority

of competent jurisdiction or any self-regulatory organization having authority over the matters

contemplated hereby which prohibits the consummation of any of the transactions contemplated

by this Agreement, as of the Closing Date.

(f) No

event shall have occurred which could reasonably be expected to have a Material Adverse Effect

on the Company, including but not limited to a change in the Exchange Act reporting status

of the Company or the failure of the Company to be timely in its Exchange Act reporting obligations,

as of the Closing Date.

(g) The

representations and warranties of the Company shall be true and correct in all material respects

as of the date when made and as of the Execution Date and the Closing Date as though made

at such time (except for representations and warranties that speak as of a specific date,

which shall be true and correct in all material respects as of such specific date) and the

Company shall have performed, satisfied and complied in all material respects with the covenants,

agreements and conditions required by this Agreement to be performed, satisfied or complied

with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate

or certificates, executed by the chief executive officer of the Company, dated as of the

Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested

by the Buyer, in the form prescribed by the Buyer.

9. GOVERNING

LAW; MISCELLANEOUS.

(a) Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of

the State of Wyoming without regard to principles of conflicts of laws. Any action brought

by either party against the other concerning the transactions contemplated by this Agreement

shall be brought only in the state courts of Miami, Florida, or in the federal courts located

in the Southern District of Florida. The parties to this Agreement hereby irrevocably waive

any objection to jurisdiction and venue of any action instituted hereunder and shall not

assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.

The prevailing party shall be entitled to recover from the other party its reasonable attorney’s

fees and costs. In the event that any provision of this Agreement or any other agreement

delivered in connection herewith is invalid or unenforceable under any applicable statute

or rule of law, then such provision shall be deemed inoperative to the extent that it may

conflict therewith and shall be deemed modified to conform with such statute or rule of law.

Any such provision which may prove invalid or unenforceable under any law shall not affect

the validity or enforceability of any other provision of any agreement. Each party hereby

irrevocably waives personal service of process and consents to process being served in any

suit, action or proceeding in connection with this Agreement or any other Transaction Document

by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence

of delivery) to such party at the address in effect for notices to it under this Agreement

and agrees that such service shall constitute good and sufficient service of process and

notice thereof. Nothing contained herein shall be deemed to limit in any way any right to

serve process in any other manner permitted by law.

(b) JURY

TRIAL WAIVER. THE COMPANY AND THE BUYER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING

OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY

MATTER ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS.

Signatures by Electronic Mail. This Agreement may be executed in one or more counterparts,

each of which shall be deemed an original but all of which shall constitute one and the same

agreement and shall become effective when counterparts have been signed by each party and

delivered to the other party. This Agreement, once executed by a party, may be delivered

to the other party hereto by electronic mail transmission of a copy of this Agreement bearing

the signature of the party so delivering this Agreement.

(d) Headings.

The headings of this Agreement are for the convenience of reference only and shall not form

part of, or affect the interpretation of, this Agreement.

(e) Severability.

In the event that any provision of this Agreement or of any of the Transaction Documents

is invalid or unenforceable under any applicable statute or rule of law, then such provision

shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed

modified to conform with such statute or rule of law. Any provision hereof which may prove

invalid or unenforceable under any law shall not affect the validity or enforceability of

any other provision hereof.

(f) Entire

Agreement; Amendments. This Agreement and the instruments referenced herein contain the

entire understanding of the parties with respect to the matters covered herein and therein

and, except as specifically set forth herein or therein, neither the Company nor the Buyer

makes any representation, warranty, covenant or undertaking with respect to such matters.

No provision of this Agreement may be waived or amended other than by an instrument in writing

signed by the Buyer.

(g) Notices.

All notices, demands, requests, consents, approvals, and other communications required or

permitted hereunder shall be in writing and, unless otherwise specified herein, shall be

(a) personally served, (b) deposited in the mail, registered or certified, return receipt

requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid,

or (d) transmitted by hand delivery, or e-mail as a PDF (with read receipt), addressed as

set forth below or to such other address as such party shall have specified most recently

by written notice given in accordance herewith. Any notice or other communication required

or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery

by e-mail (with read receipt) at the address designated below (if delivered on a business

day during normal business hours where such notice is to be received), or the first business

day following such delivery (if delivered other than on a business day during normal business

hours where such notice is to be received) or (ii) on the second business day following the

date of mailing by express courier service or on the fifth business day after deposited in

the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt

of such mailing, whichever shall first occur.

to the Company, to:

AMERICAN

REBEL HOLDINGS, INC.

218

3rd Avenue North #400

Nashville,

TN 37201

Attn:

Charles A. Ross Jr., CEO

to the Buyer, to:

QUICK

CAPITAL, LLC

West Flagler Street, 900-#2292

Miami,

FL 33130

Attn:

Eilon D. Natan, Manager

Either

party hereto may from time to time change its address or e-mail for notices under this Section 9(g) by giving at least ten (10)

days’ prior written notice of such changed address to the other party hereto.

(h) Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties

and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement

or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding

the foregoing, subject to Section 2(e), the Buyer may assign its rights hereunder

to any person that purchases Securities in a private transaction from the Buyer or to any

of its “affiliates,” as that term is defined under the Exchange Act, without

the consent of the Company.

(i) Third

Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto

and their respective permitted successors and assigns and is not for the benefit of, nor

may any provision hereof be enforced by, any other person.

(j) Survival.

The representations and warranties of the Company and the agreements and covenants set forth

in this Agreement shall survive the Closings hereunder as well as the termination/satisfaction

of the Note for the longest period allowable under applicable law. The Company agrees to

indemnify and hold harmless the Buyer and all their officers, directors, employees and agents

for loss or damage arising as a result of or related to any breach by the Company of any

of its representations, warranties and covenants set forth in this Agreement or any of its

covenants and obligations under this Agreement, including advancement of expenses as they

are incurred.

(k) 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.

(l) No

Strict Construction. The language used in this Agreement will be deemed to be the language

chosen by the parties to express their mutual intent, and no rules of strict construction

will be applied against any party.

(m) Remedies.

(i) The

Company acknowledges that a breach by it of its obligations hereunder will cause irreparable

harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby.

Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations

under this Agreement will be inadequate and agrees, in the event of a breach or threatened

breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled,

in addition to all other available remedies at law or in equity, and in addition to the penalties

assessable herein, to an injunction or injunctions restraining, preventing or curing any

breach of this Agreement and to enforce specifically the terms and provisions hereof, without

the necessity of showing economic loss and without any bond or other security being required.

(ii) In

addition to any other remedy provided herein or in any document executed in connection herewith,

the Company shall pay the Buyer for all costs, fees and expenses in connection with any arbitration,

litigation, contest, dispute, suit or any other action to enforce any rights of the Buyer

against the Company in connection herewith, including, but not limited to, costs and expenses

and attorneys’ fees, and costs and time charges of counsel to the Buyer.

(n) Publicity.

The Company and the Buyer shall have the right to review a reasonable period of time before

issuance of any press releases, SEC, Trading Market, or FINRA filings, or any other public

statements with respect to the transactions contemplated hereby; provided, however,

that the Company shall be entitled, without the prior approval of the Buyer, to make any

press release or SEC, Trading Market or FINRA filings with respect to such transactions as

is required by applicable law and regulations (although the Buyer shall be consulted by the

Company in connection with any such press release prior to its release and shall be provided

with a copy thereof).

10. DEFINED

TERMS. As used in this Agreement, the following terms shall have the following meanings

specified or indicated (such meanings to be equally applicable to both the singular and plural

forms of the terms defined):

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is

controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled

by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause

the direction of the management policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries that would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Damages”

shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and

disbursements and costs and expenses of expert witnesses and investigation).

“Exchange

Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Hazardous

Material” means and includes any hazardous, toxic or dangerous waste, substance or material, the generation, handling, storage,

disposal, treatment or emission of which is subject to any Environmental Law.

“Knowledge”

including the phrase “to the Company’s Knowledge” shall mean the actual knowledge after reasonable investigation

of the Company’s officers and directors.

“Lien”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, pre-emptive right or any other restriction.

“Material

Adverse Effect” means any effect on the business, operations, properties, or financial condition of the Company and/or the

Subsidiaries that is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation that

prohibits or otherwise materially interferes with the ability of the Company and/or the Subsidiaries to enter into and/or perform its

obligations under any Transaction Document.

“OTC

Filings and Disclosures” shall mean the Company’s documents uploaded as of the Execution Date onto the Company’s

“Filings and Disclosures” page on the OTCMarkets.com website.

“Person”

means an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or

political subdivision or an agency or instrumentality thereof.

“Registrable

Securities” means all of the Conversion Shares, and any and all shares of capital stock issued or issuable as a result of any

stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on issuances

under any of the Transaction Documents.

“Securities”

means, collectively, the Note and the Conversion Shares, and any other securities of the Company issued in connection with or in exchange

for any of the foregoing.

“Subsidiary”

or “Subsidiaries” means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly,

owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of

Regulation S-K promulgated under the Securities Act.

“Term”

means the period beginning on the Execution Date and ending on the 60th day thereafter.

“Trading

Day” shall mean a day on which the NASDAQ stock market shall be open for business.

“Trading

Market” means the OTC-PINK market of the OTC-Markets.

“Transaction

Documents” shall mean this Agreement, the Note, the Transfer Agent Instruction Letter and all schedules and exhibits hereto

and thereto.

“Transfer

Agent” shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.

“Transfer

Agent Instruction Letter” means the letter from the Company to the Transfer Agent in the form of Exhibit B attached

hereto.

WITNESS WHEREOF, the Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be

duly executed as of the Execution Date.

COMPANY:

AMERICAN REBEL HOLDINGS, INC.

By:

/s/ Charles A. Ross, Jr.

Name:

Charles A. Ross Jr.

Title:

CEO

BUYER:

QUICK CAPITAL,

LLC

By:

/s/ Eilon D. Natan

Name:

Eilon D. Natan

Title:

Manager

ISSUANCE

SCHEDULE

(1)

(2)

(3)

Buyer

Face

Value of Note

Funding

Amount

Quick Capital, LLC

$ 155,294.12 *

$ 132,000.00 **

*The

Face Value of the Note includes an original issuance discount of $23,294.12.

The Buyer has the right to withhold $7,000 from the funding amount for payment of its legal fees.

DISCLOSURE

SCHEDULES

Schedule

3(b)(v)

Schedule

3(c)(i)

Except

as disclosed in the SEC Documents, OTC Filings, and Disclosures, neither

the Company nor any of its Subsidiaries has:

(1)

declared, set aside, or paid any dividend or other distribution with respect to any shares of capital stock of the Company or any of

its Subsidiaries or any direct or indirect redemption, purchase or other acquisition of any such shares;

(2)

sold, assigned, pledged, encumbered, transferred or otherwise disposed of any tangible asset of the Company or any of its Subsidiaries

(other than sales or the licensing of its products to customers in the ordinary course of business consistent with past practice), or

sold, assigned, pledged, encumbered, transferred or otherwise disposed of any Intellectual Property (as defined below), other than licensing

of products of the Company or its Subsidiaries in the ordinary course of business and on a non-exclusive basis;

(3)

entered into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses

in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement

filed or required to be filed with respect to any governmental authority;

(4)

made capital expenditures, individually or in the aggregate, in excess of $100,000;

(5)

incurred any obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) on the Company’s

behalf or any of its Subsidiaries, in excess of $100,000 individually, other than obligations under customer contracts, current obligations

and liabilities, in each case incurred in the ordinary course of business and consistent with past practice;

(6)

had any Lien on any property of the Company or any of its Subsidiaries except as disclosed in the SEC Documents, OTC Filings and Disclosures;

(7)

made any payment, discharge, satisfaction or settlement of any suit, action, claim, arbitration, proceeding or obligation of the Company

or any of its Subsidiaries, except in the ordinary course of business and consistent with past practice;

(8)

effected any split, combination or reclassification of any equity securities;

(9)

sustained any material loss, destruction or damage to any property of the Company or any Subsidiary, whether or not insured;

(10)

effected any acceleration or prepayment of any indebtedness for borrowed money or the refunding of any such indebtedness;

(11)

experienced any labor trouble involving the Company or any Subsidiary or any material change in their personnel or the terms and conditions

of employment;

(12)

made any waiver of any valuable right, whether by contract or otherwise;

(13)

made any loan or extension of credit to any officer or employee of the Company;

(14)

made any change in the independent public accountants of the Company or its Subsidiaries or any material change in the accounting methods

or accounting practices followed by the Company or its Subsidiaries, as applicable, or any material change in depreciation or amortization

policies or rates;

(15)

experienced any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries;

(16)

effected any change in any compensation arrangement or agreement with any employee, officer, director or stockholder that would result

in the aggregate compensation to such Person in such year to exceed $100,000;

(17)

effected any material increase in the compensation of employees of the Company or its Subsidiaries (including any increase pursuant to

any written bonus, pension, profit sharing or other benefit or compensation plan, policy or arrangement or commitment), or any increase

in any such compensation or bonus payable to any officer, stockholder, director, consultant or agent of the Company or any of its Subsidiaries

having an annual salary or remuneration in excess of $100,000;

(18)

made any revaluation of any of their respective assets, including, without limitation, writing down the value of capitalized inventory

or writing off notes or accounts receivable or any sale of assets other than in the ordinary course of business;

(19)

made any acquisition or disposition of any material assets (or any contract or arrangement therefore), or any other material transaction

by the Company or any Subsidiary otherwise than for fair value in the ordinary course of business;

(20)

written-down the value of any asset of the Company or its Subsidiaries or written-off as uncollectible of any accounts or notes receivable

or any portion thereof except in the ordinary course of business and in a magnitude consistent with historical practice;

(21)

cancelled any debts or claims or any material amendment, termination or waiver of any rights of the Company or its Subsidiaries; or

(22)

entered into any agreement, whether in writing or otherwise, to take any of the actions specified in the foregoing items (1) through

(21).

SCHEDULE

4(b)

Use

of Proceeds

(1)

General working capital (General working capital, including working capital obligations of American Rebel Beverages, LLC, and other

general corporate purposes of American Rebel Holdings, Inc.).

EXHIBITS

- NOTE

- TRANSFER AGENT INSTRUCTIONS

- BOARD RESOLUTIONS

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

NEITHER

THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE

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 FILED PURSUANT

TO 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.

NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING

ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount:

$155,294.12 Issue

Date: June 9, 2026

CONVERTIBLE

PROMISSORY NOTE

FOR

VALUE RECEIVED, as of June 9, 2026 (the “Issue Date”), AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (hereinafter

called the “Borrower” or “Company”), hereby promises to pay to the order of Quick Capital, LLC,

a Wyoming limited liability company, or its registered assigns (the “Holder”), the principal sum of $155,294.12,

payable upon the earlier of maturity or upon acceleration or upon prepayment of this Note as set forth herein. The term “Note”

and all references thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended

or supplemented, then as so amended or supplemented. This Note shall bear a one-time interest charge of $29,117.65, which represents

an 18.75% guaranteed interest. Upon and following any occurrence of an Event of Default, this Note shall accrue an interest charge at

a rate equal to the lesser of 24% on the principal amount of this Note or the maximum rate of interest under applicable law. The maturity

date of this Note shall be the date that is fifteen (15) months after the Issue Date (the “Maturity Date”) and is

the date upon which the principal amount, as well as any accrued and unpaid interest and other fees, shall be due and payable. This

Note may be prepaid in whole or in part only as explicitly set forth herein. All payments due hereunder (to the extent not converted

into common stock of the Company, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof)

shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter

give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by

the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which

is a business day, and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension

of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used

in this Note, the term “business day” shall mean any day other than a Saturday, Sunday, or a day on which commercial banks

in the city of Miami, Florida are authorized or required by law or executive order to remain closed. Each capitalized term used herein,

and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated June 9, 2026,

pursuant to which this Note was originally issued (as amended and/or restated from time to time, the “Purchase Agreement”).

The

cash consideration delivered to the Borrower at the closing of this Note is $132,000.00, as this Note is being issued with an original

issuance discount in the amount of $23,294.12 and with $7,000.00 being withheld, directed for the legal costs of the Holder.

addition to all other payment obligations under this Note, the Borrower shall also make the following amortization payments (each an

“Amortization Payment”) in cash to the Holder towards the repayment of this Note, as provided in the following table:

Payment Date

Payment

Amount

July 9, 2026

$ 12,294.12

August 9, 2026

$ 12,294.12

September 9, 2026

$ 12,294.12

October 9, 2026

$ 12,294.12

November 9, 2026

$ 12,294.12

December 9, 2026

$ 12,294.12

January 9, 2027

$ 12,294.12

February 9, 2027

$ 12,294.12

March 9, 2027

$ 12,294.12

April 9, 2027

$ 12,294.12

May 9, 2027

$ 12,294.12

June 9, 2027

$ 12,294.12

July 9, 2027

$ 12,294.12

August 9, 2027

$ 12,294.12

September 9, 2027

$ 12,294.12

The

Company may, in its sole discretion, accelerate the payment date of any Amortization Payment by giving written notice of such acceleration

to the Holder. For the avoidance of doubt, written notice by the Company to the Holder of such acceleration of the payment date of any

Amortization Payment shall be irrevocable

This

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

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

The

Company hereby affirms all of its obligations to the Holder under all of the Transaction Documents and agrees and affirms as follows:

(i) that as of the Issue Date, the Company has performed, satisfied and complied in all material respects with all the covenants, agreements

and conditions under each of the Transaction Documents to be performed, satisfied or complied with by the Company; (ii) that the Company

shall continue to perform each and every covenant, agreement and condition set forth in each of the Transaction Documents and this Note,

and continue to be bound by each and all of the terms and provisions thereof and hereof; (iii) that as of the Issue Date, no default

or Event of Default has occurred or is continuing under the Purchase Agreement, the Note or any other Transaction Documents, and no event

has occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under the

Purchase Agreement, the Note or any other Transaction Documents; and (iv) that as of the Issue Date, no event, fact, or other set of

circumstances has occurred which could reasonably be expected to have, cause, or result in a Material Adverse Effect.

The

Company hereby acknowledges, represents, warrants and confirms to the Holder that: (i) each of the Transaction Documents executed by

the Company are valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms;

and (ii) no oral representations, statements, or inducements have been made by Holder, or any agent or representative of Holder, with

respect to this Note, the Purchase Agreement, and all other Transaction Documents.

The

following additional terms shall also apply to this Note:

ARTICLE

CONVERSION RIGHTS

1.1

Conversion Right. The Holder shall have the right at any time, following an occurrence of any Event of Default (as defined herein),

and from time to time to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed

pursuant to this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any

shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at

the Conversion Price (as defined below) selected by the Holder for any particular conversion, determined as provided herein (a “Conversion”);

provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that

portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and

its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion

of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or

exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the Conversion of

the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership

by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately

preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such

proviso. The number of shares of Common Stock to be issued upon each Conversion of this Note shall be determined by dividing the Conversion

Amount (as defined below) (the numerator) by the applicable Conversion Price then in effect on the date specified in the notice of conversion

(the denominator), in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the

Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile

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

time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with

respect to any Conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such Conversion plus

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

Note to the Conversion Date plus (3) at the Holder’s option, fees on the amounts referred to in the immediately preceding

clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and

1.4(g) hereof along with (5) $1,750 for the issuance and delivery of the Common Stock to the Holder to cover issuance expenses,

including but not limited to transfer agent fees and legal fees.

1.2

Conversion Price. Subject to the adjustments described herein, this Note shall be convertible into shares of Common Stock upon

an Event of Default at the Variable Conversion Price, in the sole discretion of the Holder. “Conversion Price” means

the then applicable Variable Conversion Price or other conversion price as determined in accordance with this Note as selected by the

Holder in connection with any particular Conversion. The Conversion Price shall be automatically adjusted equitably for stock splits,

stock dividends, or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary

of the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributions, and similar events:

(a)

Variable Conversion Price. At any time following an Event of Default, the Holder may utilize the Variable Conversion Price in

its sole discretion. The “Variable Conversion Price” shall be a rate per share equal to 75% of the lowest trading

price for the proceeding 5 Trading Days prior to conversion on the principal market (on which the Common Stock is traded.

(b)

Additional Conversion Considerations. To the extent the Conversion Price of the Borrower’s Common Stock closes below the

par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of

the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment.

If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of

Conversion may be rescinded by the Holder. If at any time the Conversion Price as determined hereunder for any conversion would be less

than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par

value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional

Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of

conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion

Price not been adjusted by the Holder to the par value price.

(c)

Pro Rata Conversion; Disputes. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in

connection with a conversion of this Note, the Borrower shall issue to the Holder the number of shares of Common Stock not in dispute

and resolve such dispute in accordance with this Note.

1.3

Authorized Shares. The Borrower covenants that during the period the Conversion right exists, the Borrower will reserve from its

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

Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is to have 10,955,493 shares

reserved, and thereafter at all times to have authorized and reserved four times (400%) the number of shares that is actually issuable

upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time) (the “Reserved Amount”).

The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations pursuant to Section 4(i)

of the Purchase Agreement. The Borrower represents that upon issuance, such shares of Common Stock will be duly and validly issued, fully

paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would

change the number of shares of Common Stock into which this Note shall be convertible at the then current Conversion Price, the Borrower

shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized

and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) represents that it has irrevocably

instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that

its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock

certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of

this Note. Notwithstanding the foregoing, in no event shall the Reserved Amount be lower than the initial Reserved Amount, regardless

of any prior conversions.

Borrower’s

failure to maintain or to replenish the Reserved Amount within three (3) business days of a request of the Holder, shall be an Event

of Default under this Note.

1.4

Method of Conversion.

(a)

Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time

from time to time on or after the Issue Date, by (i) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other

reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., Miami, Florida time) and (ii) subject to Section

1.4(b), surrendering this Note at the principal office of the Borrower.

(b)

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

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

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

so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,

so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records

of the Holder shall, prima facie, be controlling and determinative in the absence of manifest error. The Holder and any assignee,

by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion

of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on

the face hereof.

(c)

Payment of Taxes and fees. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved

in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that

of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or

property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held

for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have

established to the satisfaction of the Borrower that such tax has been paid. In addition, the Holder shall not be responsible for any

transfer agent or legal opinion fees in connection with a conversion of the Note or exercise of the Warrant and may elect to deduct such

fees if paid directly by the Holder.

(d)

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

other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section

1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates (or

electronic shares via DWAC transfer, at the option of Holder) for the Common Stock issuable upon such conversion within three (3) business

days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount

hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

(e)

Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed

to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued

and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under

this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right

to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have

given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock

shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent

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

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

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

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

Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower

before 6:00 p.m., Miami, Florida time, on such date.

(f)

Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable

upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities

Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section

1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit

the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its

Deposit Withdrawal At Custodian (“DWAC”) system.

(g)

Failure to Deliver Common Stock Prior to Delivery Deadline. Without in any way limiting the Holder’s right to pursue other

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

of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which

failure shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the

Deadline that the Borrower fails to deliver such Common Stock until the Borrower issues and delivers a certificate to the Holder or credit

the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such Holder’s

conversion of any Conversion Amount (under Holder’s and Borrower’s expectation that any damages will tack back to the Issue

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

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

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

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

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

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

provision contained in this Section 1.4(g) are justified.

(h)

Rescindment of a Notice of Conversion. If (i) the Borrower fails to respond to Holder within one (1) business day from the Conversion

Date confirming the details of Notice of Conversion, (ii) the Borrower fails to provide any of the shares of the Borrower’s Common

Stock requested in the Notice of Conversion within three (3) business days from the date of receipt of the Note of Conversion, (iii)

the Holder is unable to procure a legal opinion required to have the shares of the Borrower’s Common Stock issued unrestricted

and/or deposited to sell for any reason related to the Borrower’s standing, (iv) the Holder is unable to deposit the shares of

the Borrower’s Common Stock requested in the Notice of Conversion for any reason related to the Borrower’s standing, (v)

at any time after a missed Deadline, at the Holder’s sole discretion, or (vi) if OTC Markets Group, Inc. changes the Borrower’s

designation to ‘Limited Information’ (Yield), ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull

& Crossbones), ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign) or other trading restriction

on the day of or any day after the Conversion Date, the Holder maintains the option and sole discretion to rescind the Notice of Conversion

with a “Notice of Rescindment.”

1.5

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

(i) such shares are sold pursuant to an effective registration statement under the Securities Act of 1933, as amended 1933 Act or (ii)

the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance, and

scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold

or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under

the 1933 Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate”

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

1.5 and who is an “accredited investor” (as defined in Rule 501(a) of the 1933 Act). Except as otherwise provided in

the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable

upon conversion of this Note have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction

as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock

issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold

pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially

in the following form, as appropriate:

“NEITHER

THE ISSUANCE OR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The

legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend

if (i) the Borrower or its transfer agent shall have received 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 Common Stock may be made without registration

under the 1933 Act, which opinion shall be reasonably accepted by the Company so that the sale or transfer is effected or (ii) in the

case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective

registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number

of securities as of a particular date that can then be immediately sold. In the event that the Company does not accept the opinion of

counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144

or Regulation S, at the Deadline, and does not provide a suitable replacement opinion to the Holder within two (2) business days, it

will be considered an Event of Default pursuant to Section 3.2 of the Note. The Company hereby waives any medallion requirements

that may be required in connection with the issuance and delivery of the shares of Common Stock issuable upon conversion of this Note.

1.6

Effect of Certain Events.

(a)

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

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

than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower

with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an

Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation

of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated

pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company,

partnership, association, trust or other entity or organization.

(b) Adjustment

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

the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event,

as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of

another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or

substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then

the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms

and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such

stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in

full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case

appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the

provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares

issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities

or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section

1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least

fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such

record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar

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

acquiring entity (if not the Borrower) assumes by the written instrument the obligations of this Section 1.6(b). The above

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

(c)

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

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

or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary

(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this

Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which

would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder has been

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

(d)

[RESERVED]

(e)

Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any Convertible Securities or

rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders

of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights,

the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable

upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date

on which a record is taken for the grant, issuance or sale of such Purchase Rights or if no such record is taken, the date as of which

the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(f)

Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events

described in this Section 1.6, or under Section 1.2 (regarding stock splits, combinations, etc.), the Borrower, at its

expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such

adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon

the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment,

(ii) the Conversion Price at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other securities

or property which at the time would be received upon conversion of the Note.

1.7

Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which

the Common Stock is then quoted, listed, or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to

this Note more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United

States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), subject to equitable

adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to

the Common Stock occurring after the Issue Date. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate any

prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory

organization with jurisdiction over the Borrower or any of its securities on the Borrower’s ability to issue shares of Common Stock

in excess of the Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default

under Section 3.2 of the Note.

1.8

Status as a Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the

shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount

or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such

converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common

Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower

to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates or transmission of such

shares pursuant to Section 1.4(f) for all shares of Common Stock prior to the tenth (10th) business day after the expiration of

the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain

its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with

respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the

Holder or, if this Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted.

In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion

default payments pursuant to Section 1.3 to the extent required thereby for such Conversion default and any subsequent Conversion

default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section

1.2) for the Borrower’s failure to convert this Note.

1.9

Prepayment. The Borrower may prepay the amounts outstanding hereunder pursuant to the following terms and conditions:

(a)

Proving there exists no Event of Default, then, at any time during the period beginning on the Issue Date and ending on the date which

is the day immediately prior to the sixth monthly anniversary of the Issue Date, the Borrower shall have the right, exercisable on not

less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued

interest), in full by making a payment to the Holder of an amount in cash equal to 95%, multiplied by the sum of: (w) the then outstanding

principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note.

(b)

Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note

at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment

which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment

(the “Optional Prepayment Date”), the Borrower shall make payment of the applicable prepayment amount to or upon the

order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment

Date. If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the

Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the

Note pursuant to this Section 1.9.

ARTICLE

CERTAIN COVENANTS

2.1

Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without

the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash,

property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional

shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its

capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s

disinterested directors.

2.2

Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without

the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities

or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights

or options to purchase or acquire any such shares.

2.3

Borrowings. [RESERVED]

2.4

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

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

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

2.5

Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s

written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation,

officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed

on the Issue Date and which the Borrower has informed Holder in writing prior to the Issue Date, (b) made in the ordinary course of business

or (c) not in excess of $15,000.

2.6

Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction

or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the

1933 Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the 1933 Act (a “3(a)(10) Transaction”).

In the event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10)

Transaction while this Note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but

not less than Fifteen Thousand Dollars ($15,000), will be assessed and will become immediately due and payable to the Holder at its election

in the form of cash payment or addition to the balance of this Note.

2.7

Preservation of Existence, etc. The Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,

its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that

have no or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the

properties owned or leased by it or in which the transaction of its business makes such qualification necessary.

2.8

Non-circumvention. The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Certificate or Articles

of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,

issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms

of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to

protect the rights of the Holder.

ARTICLE

III

EVENTS OF DEFAULT

The

occurrence of any of the following shall each constitute an “Event of Default” with no right to notice or the right

to cure except as specifically stated:

3.1

Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon or make any other payment

set forth herein, when due on this Note, whether at the Maturity Date, upon acceleration, or otherwise.

3.2

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

that it will not honor its obligation to do so) upon exercise by the Holder of the Conversion rights of the Holder in accordance with

the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any

certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required

by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring

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

of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove

or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions

in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to

this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor

the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat

not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice

of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an “Event

of Default” of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower

to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order

to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from

the Holder.

3.3

Breach of Covenants. The Borrower breaches any covenant or other term or condition contained in this Note, or in any of the Transaction

Documents including but not limited to the Purchase Agreement.

3.4

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

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

be false or misleading in any material respect when made.

3.5

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

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

or trustee shall otherwise be appointed.

3.6

Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any

subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed

for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7

Bankruptcy; Liquidation. (i) Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary

or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company

or any subsidiary of the Company or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed

against it an involuntary petition for bankruptcy; or (ii) any dissolution, liquidation, or winding up of Borrower or any substantial

portion of its business occurs.

3.8

Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCBB, OTCQB,

OTC Pink or an equivalent replacement exchange, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE American.

3.9

Failure to Comply with the Exchange Act. The Borrower shall fail to timely comply with the reporting requirements of the 1934

Act (including but not limited to becoming delinquent in its filings); and/or the Borrower shall cease to be subject to the reporting

requirements of the Exchange Act; and/or the Borrower shall not have publicly available all information required by paragraph (b) of

Rule 15c2-11 of the Exchange Act (as effective on September 26, 2021), as amended, such that brokers or dealers attempting to publish

any quotation for the Common Stock or, directly or indirectly, to submit any such quotation for publication, shall be able to comply

with Rule 15c2-11(a).

3.10

DTC. The Company is currently in the process of applying for “DWAC/FAST” electronic transfer. Once in place, if the

Company (i) loses its ability to deliver shares via “DWAC/FAST” electronic transfer, or (ii) loses its stats as “DTC

Eligible.”

3.11

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

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

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

3.12

Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property

or other assets which are necessary to conduct its business (whether now or in the future) or any disposition or conveyance of any material

asset of the Borrower.

3.13

Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or

period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement

would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with

respect to this Note or the Purchase Agreement.

3.14

Rights of Participation. [RESERVED].

3.15

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

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

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

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

3.16

Cessation of Trading. Any cessation of trading of the Common Stock on at least one of the OTCBB, OTCQB, OTC Pink or an equivalent

replacement exchange, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE American, and such cessation of trading shall

continue for a period of five consecutive (5) Trading Days.

3.17

Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a

breach or default by the Borrower of any material covenant or other term or condition contained in any of the Other Agreements, other

than any such breach or default which is cured by agreement of the parties, after the passage of all applicable notice and cure or grace

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

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

Agreements by reason of default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all

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

Holder, including, without limitation, promissory notes. Each of the loan transactions will be cross-defaulted with each other loan transaction

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

3.18

Bid Price. The Borrower shall lose the “bid” price for its Common Stock ($0.01 on the “Ask” with zero

market makers on the “Bid” per Level 2) and/or a market (including the OTCBB, OTCQB or an equivalent replacement exchange).

3.19

OTC Markets Designation. If the OTC-Markets changes the Borrower’s designation to ‘No Information’ (Stop Sign),

‘Caveat Emptor’ (Skull and Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation

Mark Sign).

3.20

Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or

any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public

information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s

filing of a Form 8-K pursuant to Regulation FD on that same date.

3.21

Unavailability of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder is unable

to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s

brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion

of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and (ii) thereupon deposit

such shares into the Holder’s brokerage account.

Upon

the occurrence of any Event of Default specified in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13,

3.14, 3.15, 3.16. 3.17, 3.18, 3.19, 3.20, and/or 3.21 exercisable through the delivery of written notice to the Borrower by

such Holders (the “Default Notice”), the Note shall become immediately due and payable and in each case Borrower shall

pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to (i) 150% times the sum of (x)

the then outstanding principal amount of this Note plus (y) accrued and unpaid interest on the unpaid principal amount of this

Note to the date of payment (the “Mandatory Prepayment Date”), on the amounts referred to in clauses (x) and/or (y)

plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal

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

as the “Default Sum”) or (ii) at the option of the Holder, the “parity value” of the Default Sum to be

prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant

to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date

as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Event of Default

arises as a result of a breach in respect of a specific Conversion Date (in which case such Conversion Date shall be the Conversion Date),

multiplied by (b) the highest Closing Price (defined below) for the Common Stock during the period beginning on the date of first

occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”)

and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which

hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the

Holder shall be entitled to exercise all other rights and remedies available at law or in equity. “Closing Price”

means, for any security as of any date, the closing bid price as reported on the OTCBB, OTCQB or applicable trading market or exchange

as reported by a reliable reporting service designated by the Holder or, if the OTCBB is not the principal trading market for such security,

the closing bid price of such security on the principal securities exchange or trading market where such security is quoted, listed or

traded.

The

Holder shall have the right at any time, to require the Borrower to immediately issue, in lieu of the Default Amount, the number of shares

of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect, subject to the terms of this

Note. This requirement by the Borrower shall automatically apply upon the occurrence of an Event of Default without the need for any

party to give any notice or take any other action.

the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an

attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Borrower for its attorneys’ fees and

other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

ARTICLE

MISCELLANEOUS

4.1

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

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

other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative

to, and not exclusive of, any rights or remedies otherwise available.

4.2

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

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

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

by hand delivery, or electronic transmission by e-mail (with read-receipt required) addressed as set forth below or to such other address

as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given

hereunder shall be deemed effective (a) upon hand delivery or delivery by electronic transmission by e-mail (with read-receipt required),

at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received),

or the first business day following such delivery (if delivered other than on a business day during normal business hours where such

notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid,

addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications

shall be:

to the Borrower, to:

AMERICAN

REBEL HOLDINGS, INC.

218

3rd Avenue North #400

Nashville,

TN 37201

Attn:

Charles A. Ross Jr., CEO

to the Holder:

Quick

Capital, LLC

West Flagler Street, 900-#2292

Miami,

FL 33130

Attn:

Eilon D. Natan, Manager

4.3

Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the

Holder.

4.4

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

the Holder and its successors and assigns. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations hereunder

without the prior written consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder to any “accredited

investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”,

as that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary,

this Note may be pledged as collateral in connection with a bonafide margin account or other lending arrangement. The Holder and any

assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted

principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

4.5

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

of collection, including reasonable attorney’s fees.

4.6

Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Wyoming without regard

to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by

this Note shall be brought only in the state courts of Miami, Florida, or in the federal courts located in the Southern District of Florida.

The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall

not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY

WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION

WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the

other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered

in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative

to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision

which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any

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

or proceeding in connection with this Note or any other Transaction Document by mailing a copy thereof via registered or certified mail

or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees

that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed

to limit in any way any right to serve process in any other manner permitted by law.

4.7

Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal

amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest, the Borrower and the Holder agree

that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be

so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of

the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note

at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount

of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the

opportunity to convert this Note into shares of Common Stock.

4.8

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

4.9

Notice of Corporate Events. Except as otherwise provided in this Note, the Holder of this Note shall have no rights as a Holder

of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with

prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders).

In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled

to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way

of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive

any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease

or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the

Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty

(30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be

taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character

of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement

of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance

with the terms of this Section 4.9 including, but not limited to, name changes, recapitalizations, etc. as soon as possible under

law.

4.10

Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing

usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest

permitted under applicable law. The Borrower covenants (to the extent that it may lawfully do so) that it will not seek to claim or take

advantage of any usury law that would prohibit or forgive the Borrower from paying all or a portion of the principal or interest on this

Note.

4.11

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

by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at

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

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

equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach

of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without

any bond or other security being required. No provision of this Note shall alter or impair the obligation of the Borrower, which is absolute

and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

4.12

Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of

law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform

with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity

or enforceability of any other provision hereof.

4.13

Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment

amount or Default Amount, Default Sum, Closing Date or Maturity Date, the closing bid price, or fair market value (as the case may be)

or the arithmetic calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the Borrower or the

Holder shall submit the disputed determinations or arithmetic calculations via electronic transmission by e-mail (with read-receipt required)

(i) within two (2) Trading Days after receipt of the applicable notice giving rise to such dispute to the Borrower or the Holder or (ii)

if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the

Holder and the Borrower are unable to agree upon such determination or calculation within two (2) business days of such disputed determination

or arithmetic calculation (as the case may be) being submitted to the Borrower or the Holder, then the Borrower shall, within two (2)

business days, submit via electronic transmission by e-mail (with read-receipt required) (a) the disputed determination of the Conversion

Price, the closing bid price, the or fair market value (as the case may be) to an independent, reputable investment bank selected by

the Borrower and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion Amount, any prepayment

amount or Default Amount, Default Sum to an independent, outside accountant selected by the Holder that is reasonably acceptable to the

Borrower. The Borrower shall cause at its expense the investment bank or the accountant to perform the determinations or calculations

and notify the Borrower and the Holder of the results no later than ten (10) business days from the time it receives such disputed determinations

or calculations. Such an investment bank’s or accountant’s determination or calculation shall be binding upon all parties

absent demonstrable error.

4.14

Terms of Future Financings. [RESERVED].

WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer as of the Issue Date.

COMPANY:

AMERICAN

REBEL HOLDINGS, INC.

By:

/s/

Charles A. Ross, Jr.

Name:

Charles

A. Ross Jr.

Title:

CEO

Acknowledged

and Accepted by:

HOLDER:

Quick

Capital, LLC

By:

/s/

Eilon D. Natan

Name:

Eilon

D. Natan

Title:

Manager

EXHIBIT

NOTICE

OF CONVERSION

The

undersigned hereby elects to convert $_________________ principal amount of the Note (defined below) together with $________________

of accrued and unpaid interest thereto, totaling $_____________ into that number of shares of Common Stock to be issued pursuant to the

conversion of the Note (“Common Stock”) as set forth below, of AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (the “Borrower”),

according to the conditions of the convertible note of the Borrower dated as of _____________ ____, 2026 (the “Note”), as

of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box

Checked as to applicable instructions:

[ ] The

Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice

of Conversion to the account of the undersigned or its nominee with DTC through its Deposit

Withdrawal At Custodian system (“DWAC Transfer”).

Name

of DTC Prime Broker: ____________________________________________________________

Account

Number: ___________________________________________________________________

[ ] The

undersigned hereby requests that the Borrower issue a certificate or certificates for the

number of shares of Common Stock set forth below (which numbers are based on the Holder’s

calculation attached hereto) in the name(s) specified immediately below or, if additional

space is necessary, on an attachment hereto:

Name: [NAME]

Address: [ADDRESS]

Date

of Conversion: _____________________________________

Applicable

Conversion Price: $_____________________________

Number

of Shares of Common Stock to be Issued

Pursuant

to Conversion of the Notes: ________________________

Amount

of Principal Balance Due remaining

Under

the Note after this conversion: ________________________

Accrued

and unpaid interest remaining: ______________________

[HOLDER]

By:

Name:

[NAME]

Title:

[TITLE]

Date:

[DATE]

EX-10.3

Filename: ex10-3.htm · Sequence: 4

Exhibit 10.3

THE

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

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

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

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

THE

ISSUE PRICE OF THIS NOTE IS $124,200.00

THE

ORIGINAL ISSUE DISCOUNT IS $16,200.00

Principal

Amount: $124,200.00

Issue

Date: June 12, 2026

Purchase

Price: $108,000.00

PROMISSORY

NOTE

FOR

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

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

the sum of $124,200.00 together with any interest as set forth herein, on September 15, 2027 (the “Maturity Date”), and to

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

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

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

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

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

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

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

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

Agreement”).

This

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

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

The

following terms shall apply to this Note:

Article

I. GENERAL TERMS

1.1 Interest.

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

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

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

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

herein.

1.2 Mandatory

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

as follows:

Payment Date

Amount of Payment

December 15, 2026

$ 73,743.52

January 15, 2027

$ 8,193.72

February 15, 2027

$ 8,193.72

March 15, 2027

$ 8,193.72

April 15, 2027

$ 8,193.72

May 15, 2027

$ 8,193.72

June 15, 2027

$ 8,193.72

July 15, 2027

$ 8,193.72

August 15, 2027

$ 8,193.72

September 15, 2027

$ 8,193.72

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

The

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

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

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

1.3 Prepayment

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

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

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

the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.3. Any notice

of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered

addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which

shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the

“Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to

Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be

sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its

right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage

(“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the Prepayment Period,

multiplied by the sum of the then outstanding principal amount of this Note plus any accrued and unpaid interest on the

unpaid principal amount of this Note to the Optional Prepayment Date (the “Optional Prepayment Amount”).

Prepayment Period

Prepayment Percentage

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

95 %

Article

II. CERTAIN COVENANTS

2.1 Sale

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

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

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

requirements by the Borrower’s senior secured lender.

Article

III. EVENTS OF DEFAULT

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

3.1 Failure

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

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

Holder.

3.2 Conversion

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

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

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

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

conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to

transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form)

any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and

when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its

transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any

certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when

required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations

described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to

honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice

of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event

of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to

its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to

process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from

the Holder.

3.3 Breach

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

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

after written notice thereof to the Borrower from the Holder.

3.4 Breach

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

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

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

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

3.5 Receiver

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

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

receiver or trustee shall otherwise be appointed.

3.6 Bankruptcy.

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

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

Borrower.

3.7 Delisting

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

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

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

3.8 Failure

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

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

3.9 Liquidation.

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

3.10 Cessation

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

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

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

3.11

Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any

time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such

restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of

the Holder with respect to this Note or the Purchase Agreement.

3.12 Replacement

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

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

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

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

3.13 Cross-Default.

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

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

applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the

Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the

Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder.

“Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or

for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided,

however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan

transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the

Holder. .

Upon

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

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

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

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

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

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

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

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

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

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

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

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

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

of common stock of the Company as set forth herein.

Article

IV. CONVERSION RIGHTS

4.1 Conversion

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

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

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

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

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

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

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

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

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

analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the

portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by

the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the

immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause

(1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the

Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the

Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of

conversion, in the form attached hereto as Exhibit B(the “Notice of Conversion”), delivered to the Borrower by the

Holder in accordance with Section 4.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other

means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such

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

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

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

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

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

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

to Sections 4.4 hereof. The Holder shall be entitled to deduct $1,500.00 from the conversion amount in each Notice of Conversion to

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

to the Borrower’s transfer agent, for the issuance of the Common Stock into which this Note is convertible into, shall

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

4.2 Conversion

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

35%)(subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the

Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications,

extraordinary distributions and similar events). “Market Price” means the lowest Trading Price (as defined below) for

the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

“Trading Price” means, for any security as of any date, the closing bid price on the or applicable exchange or trading

market (the “Trading Market”) as reported by a reliable reporting service (“Reporting Service”) designated

by the Holder (i.e. Bloomberg) or, if the Trading Market is not the principal trading market for such security, the closing bid

price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no

closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market

makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such

security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the

Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is

required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common

Stock is tradable for any period on the Trading Market, or on the principal securities exchange or other securities market on which

the Common Stock is then being traded.

4.3 Authorized

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

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

Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times

to have authorized and reserved four times the number of shares that is actually issuable upon full conversion of the Note (based on

the Conversion Price of the Note in effect from time to time)(the “Reserved Amount”). The Reserved Amount shall be

increased (or decreased) from time to time (and in the case of each payment received by the Holder hereunder) in accordance with the

Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued,

fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure

which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion

Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of

Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i)

acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon

conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents

who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common

Stock in accordance with the terms and conditions of this Note.

If,

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

4.4 Method

of Conversion.

(a) Mechanics

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

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

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

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

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

(b) Surrender

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

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

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

converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,

so as not to require physical surrender of this Note upon each such conversion.

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

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

4.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for

the Common Stock issuable upon such conversion within three (3) business days after such receipt subject to the terms hereof and

applicable rules of the Principal Market (as defined hereinbelow) (the “Deadline”) (and, solely in the case of

conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the

Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of

the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on

this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights

with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock

or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of

Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be

absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with

respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or

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

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

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

conversion.

(d) Delivery

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

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

Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the

Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion

to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian

(“DWAC”) system.

(e) Failure

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

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

this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder

$2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to

Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party

(i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to

effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in

which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the

month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in

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

with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting

from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify.

Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 4.4(e) are

justified.

4.5 Concerning

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

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

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

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

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

“affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in

accordance with this Section 4.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

Any

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

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

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

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

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

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

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

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

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

4.6 Effect

of Certain Events.

(a) Effect

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

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

50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower

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

Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of

and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall

mean any individual, corporation, limited liability company, partnership, association, trust or other entity or

organization.

(b) Adjustment

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

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

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

class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or