AMERICAN REBEL HOLDINGS INC

American Rebel will appoint an election inspector to act at the meeting and to make a written report thereof. Prior to the meeting, the inspector will sign an oath to perform its duties in an impartial manner and to the best of its ability. The inspector will ascertain the number of shares outstanding and the voting power of such shares, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots and perform certain other duties as required by law. The inspector will tabulate the number of votes cast for, against or abstained from the proposals described in the foregoing notice.

The presence at the meeting, in person or by proxy, of holders representing a majority of the voting power entitled to vote at the Annual Meeting will constitute a quorum. The vote required for each proposal is described under the heading for that proposal below. Abstentions and broker non-votes, if any, will be counted for purposes of determining a quorum. The effect of an abstention or broker non-vote on any proposal depends on the vote standard applicable to that proposal and is described under the applicable proposal.

If American Rebel receives a signed proxy card with no indication of the manner in which shares are to be voted on the proposals, such shares will be voted in accordance with the recommendation of the board of directors for such proposal.

Brokers who hold shares in street name may exercise discretionary authority only with respect to routine matters if they have not received instructions from the beneficial owner. Broker non-votes are expected only with respect to non-routine matters. Broker non-votes, if any, will be counted for purposes of determining a quorum, but otherwise will have the effect described under the applicable proposal.