AMERICAN REBEL HOLDINGS INC

Reduction of Shares Held by Individual Stockholders. After the Effective Date each Common Stockholder will own fewer shares of American Rebel’s Common Stock. However, a Reverse Stock Split will affect all of the Common Stockholders uniformly and will not affect any Common Stockholder’s percentage ownership interests in American Rebel, except to the extent that a Reverse Stock Split results in any of its stockholders owning a fractional share as described below. Any fractional share shall be rounded up to the nearest whole share. Further, at the option of the Board, on the Effective Date the Board may choose to implement a provision that provides any stockholder as of the Effective Date who owns at least 100 shares will not own less than 100 shares as a result of a Reverse Stock Split.

Change in Number and Exercise Price of Employee and Equity Awards. A Reverse Stock Split will reduce the number of shares of Common Stock available for issuance under American Rebel’s equity compensation arrangements in proportion to the split ratio. Under the terms of its outstanding equity and option awards, a Reverse Stock Split will cause a reduction in the number of shares of Common Stock issuable upon exercise or vesting of such awards in proportion to the split ratio of a Reverse Stock Split which is ultimately approved by the Board and will cause a proportionate increase in the exercise price of such awards to the extent they are stock options. The number of shares of Common Stock issuable upon exercise or vesting of stock option awards will be rounded to the nearest whole share and no cash payment will be made in respect of such rounding. Except as otherwise expressly provided in the governing instrument for a particular security, outstanding equity awards and other derivative securities will be adjusted in accordance with their terms. However, as described below, the conversion and voting rights of the Company’s outstanding Series A Preferred Stock and the conversion rights of the Company’s outstanding Series C and Series D Preferred Stock are not expected to be adjusted by a Reverse Stock Split.

**Authorized Shares of Common Stock.**A Reverse Stock Split, if implemented, would not change the number of authorized shares of the Common Stock as designated by American Rebel’s Articles of Incorporation. Therefore, because the number of issued and outstanding shares of Common Stock would decrease, the number of shares remaining available for issuance under American Rebel’s authorized shares of Common Stock would increase.

The additional shares of Common Stock that would become available for issuance if a Reverse Stock Split is implemented could also be used by American Rebel’s management to oppose a hostile takeover attempt or delay or prevent changes of control or changes in or removal of management, including transactions that are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner. Although the proposed Reverse Stock Split has been prompted by business and financial considerations, stockholders nevertheless should be aware that this action could facilitate future efforts by American Rebel’s management to deter or prevent a change in control.

American Rebel has no current specific plans for the issuance of the Common Stock, which would become newly available as a result of a Reverse Stock Split. Any future issuance will have the effect of diluting the percentage of stock ownership and voting rights of the present holders of American Rebel’s Common Stock.

**Other Effects on Outstanding Shares.**If a Reverse Stock Split is implemented, the rights and preferences of the outstanding shares of the Common Stock would remain the same after a Reverse Stock Split. Each share of Common Stock issued pursuant to a Reverse Stock Split would be fully paid and non-assessable.

**No Effect on Series A Preferred Stock Voting and Conversion.**The voting and conversion rights attributed to the Series A Preferred shall remain unaffected by a Reverse Stock Split, if implemented, (each share of Series A Preferred shall continue to have 1,000:1 voting rights and 500:1 conversion rights).

**No Effect on Series C and Series D Preferred Stock Conversion.**The conversion rights attributed to the Series C and D Preferred shall remain unaffected by a Reverse Stock Split, if implemented, (each share of Series C and D Preferred shall continue to have 5:1 conversion rights).

Regulatory Effects. American Rebel’s Common Stock is currently registered under Section 12(g) of the Exchange Act, and is subject to the periodic reporting and other requirements of the Exchange Act. A Reverse Stock Split will not affect the registration of the Common Stock under the Exchange Act or American Rebel’s obligation to publicly file financial and other information with the SEC.

In addition to the above, a Reverse Stock Split will have the following effects upon American Rebel’s Common Stock:

Shares of Common Stock after a Reverse Stock Split will be fully paid and non-assessable. The amendment will not change any of the other the terms of American Rebel’s Common Stock or Preferred Stock. The shares of Common Stock after a Reverse Stock Split will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the shares of Common Stock prior to a Reverse Stock Split.

Once American Rebel implements a Reverse Stock Split, the share certificates representing the shares will continue to be valid. In the future, new share certificates will be issued reflecting a Reverse Stock Split, but this in no way will affect the validity of your current share certificates. A Reverse Stock Split will occur without any further action on the part of American Rebel’s stockholders. After the Effective Date each share certificate representing the shares prior to a Reverse Stock Split will be deemed to represent a smaller number of shares than the number presently shown on the certificate.

The actual number of outstanding shares of American Rebel’s Common Stock after giving effect to a Reverse Stock Split, if and when effected will depend on the number of issued and outstanding shares at the time a Reverse Stock Split is effected and a Reverse Stock Split ratio that is ultimately determined by the Board. The table below shows a Reverse Stock Split ratio and the approximate number of authorized shares of Common Stock to be outstanding for various reverse split ratios:

Certificates representing the shares after a Reverse Stock Split will be issued in due course as share certificates representing shares prior to a Reverse Stock Split are tendered for exchange or transfer to American Rebel’s transfer agent.American Rebel request that stockholders do not send in any of their stock certificates at this time.

As applicable, new share certificates evidencing new shares following a Reverse Stock Split that are issued in exchange for share certificates issued prior to a Reverse Stock Split representing old shares that are restricted shares will contain the same restrictive legend as on the old certificates. Also, for purposes of determining the term of the restrictive period applicable to the new shares after a Reverse Stock Split, the time period during which a stockholder has held their existing pre-Reverse Stock Split old shares will be included in the total holding period.