exhibit
1.1
UNDERWRITING
AGREEMENT
between
AMERICAN
REBEL HOLDINGS, INC.
and
EF
HUTTON,
division of Benchmark Investments, LLC,
as
Representative of the Several Underwriters
AMERICAN
REBEL HOLDINGS, INC.
UNDERWRITING
AGREEMENT
New
York, New York
February 4, 2022
EF
Hutton,
division
of Benchmark Investments, LLC
as
Representative of the several Underwriters named on Schedule 1 attached hereto
590
Madison Avenue, 39th Floor
New
York, New York 10022
Ladies
and Gentlemen:
The
undersigned, American Rebel Holdings, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiary
and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined)
as being subsidiary, the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton,
division of Benchmark Investments, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”),
and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative
and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”)
as follows:
1.
PURCHASE AND SALE OF SHARES.
1.1.
Firm Securities.
1.1.1.
Nature and Purchase of Firm Securities.
(i)
On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the several Underwriters, an aggregate of 2,530,121 authorized but unissued shares (the “Firm Shares”)
of common stock of the Company, par value $0.001 per share (the “Common Stock”), together with warrants to purchase
an aggregate of 2,530,121 shares of Common Stock each at an exercise price of $5.1875 (125% of the public offering price per Firm Share
in the Offering), in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Firm Warrants,”
and collectively with the Common Stock, the “Firm Securities”).
(ii)
Each Firm Share will be sold together with one Firm Warrant and will be immediately separable upon issuance. The Underwriters, severally
and not jointly, agree to purchase from the Company the number of Firm Shares and accompanying Firm Warrants set forth opposite their
respective names on Schedule 1 attached hereto and made a part hereof, at a purchase price of $3.82 per Firm Share and accompanying
Firm Warrant (92% of the public offering price for each Firm Share and accompanying Firm Warrant). The Firm Securities are to be offered
initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).
1.1.2.
Payment and Delivery of Securities.
(i)
Delivery and payment for the Firm Securities shall be made at 10:00 a.m., Eastern time, on the second (2nd) Business Day following
the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the
third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m.,
Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Seward & Kissel
LLP, One Battery Park Plaza, New York, New York 10004, (“Representative Counsel”), or at such other place (or remotely
by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery
and payment for the Firm Securities is called the “Closing Date.”
(ii)
Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order
of the Company upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Securities
(or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm
Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing
at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except
upon tender of payment by the Representative for all of the Firm Securities. The term “Business Day” means any day
other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain
closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed
due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or
restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic
funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers
on such day.
1.2.
Option.
1.2.1.
Option Securities. The Company hereby grants to the Underwriters an option to purchase up to 379,518 additional shares of Common
Stock (the “Option Shares”) and/or warrants to purchase an aggregate of 379,518 shares of Common Stock (the “Option
Warrants,” and collectively with the Option Shares, the “Option Securities”), representing fifteen percent
(15%) of the Firm Shares and Firm Warrants sold in the offering, from the Company (the “Option”). The purchase price
to be paid per Option Share and accompanying Option Warrant shall be equal to the price per Firm Share and accompanying Firm Warrant
set forth in Section 1.1.1 hereof. The Firm Warrants and the Options Warrants are hereinafter collectively referred to as the “Warrants.”
The shares of Common Stock into which the Warrants are exercisable are hereinafter referred to as the “Warrant Shares.”
The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Primary Securities.”
The Primary Securities and Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The
offering and sale of the Primary Securities is hereinafter referred to as the “Offering.”
1.2.2.
Exercise of Option. The Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any
time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid
per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof.
The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Option. The Option
granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing
by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants
to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”),
which shall not be later than one (1) Business Day after the date of the notice or such other time as shall be agreed upon by the Company
and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic
transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does
not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Option with respect to
all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated
to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the
Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option
Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.
1.2.3.
Payment and Delivery. Payment for the Option Securities shall be made on the Option Closing Date by wire transfer in Federal (same
day) funds, payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters)
representing the Option Shares and accompanying Option Warrants (or through the facilities of DTC) for the account of the Underwriters.
The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request
in writing at least one (1) Business Day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the
Option Securities except upon tender of payment by the Representative for applicable Option Securities.
1.3.
Representative’s Warrants.
1.3.1.
Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant
(“Representative’s Warrants”) for the purchase of an aggregate of 75,903 shares of Common Stock, representing
3% of the number of Firm Shares. The Company also agrees to issue to the Representative a Representative’s Warrant for the purchase
of a number of shares of Common Stock representing 3% of the number of Option Shares, if any, issued in the Offering. The agreement(s)
representing the Representative’s Warrants, in the form attached hereto as Exhibit A (the “Representative’s
Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective
Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $5.1875,
which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the
shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.”
The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the
Representative’s Warrant Agreement and the underlying shares of Common Stock during the 180 days after the Effective Date and by
its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant
Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the effective economic disposition of such securities for a period of 180 days following the Effective Date to anyone other than (i)
an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or
of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.
1.3.2.
Delivery. Delivery of the Representative’s Warrant Agreement shall be made on the Closing Date, and shall be issued in the
name or names and in such authorized denominations as the Representative may request.
2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The
Company represents and warrants to the Underwriters as of the Applicable Time (as defined below), as of the Closing Date and as of the
Option Closing Date, if any, as follows:
2.1.
Filing of Registration Statement.
2.1.1.
Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”)
a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-260646), including any related prospectus
or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of
1933, as amended (the “Securities Act”). Except as the context may otherwise require, such registration statement,
as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus
included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or
incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A
(the “Rule 430A Information”) of the rules and regulations of the Commission promulgated thereunder (the “Securities
Act Regulations”), is referred to herein as the “Registration Statement.” If the Company files any registration
statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement”
shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the
Commission on the date hereof.
Each
prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information
that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary
Prospectus.” The Preliminary Prospectus, subject to completion, dated February 3, 2022, that was included in the Registration
Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus.” The final prospectus
in the form first furnished to the Underwriters for use in the Offering, that includes the Rule 430A Information, is hereinafter called
the “Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to
the latest Preliminary Prospectus included in the Registration Statement.
“Applicable
Time” means 5:05 p.m., Eastern time, on the date of this Agreement.
“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act
Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule
405 of the Securities Act Regulations) relating to the Public Securities that is (i) required to be filed with the Commission by the
Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required
to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a
description of the Public Securities or of the Offering that does not reflect the final terms, in each case in the form filed or required
to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule
433(g).
“Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to
prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide
Electronic Road Show”)), as evidenced by its being specified in Schedule 2-B hereto.
“Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing
Prospectus.
“Pricing
Disclosure Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing
Prospectus and the information included on Schedule 2-A hereto, all considered together.
“Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the
Securities Act. Each such communication is listed on Exhibit E hereto.
2.1.2.
Pursuant to the Exchange Act. The Company has filed with the Commission a Form 8-A (File Number 001-41267) providing for the registration
of the Common Stock and the Warrants. The Common Stock and the Warrants are registered pursuant to Section 12(b) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The registration of Common Stock and Warrants under the Exchange
Act has been declared effective by the Commission on or prior to the date hereof. The Company has taken no action designed to, or likely
to have the effect of, terminating the registration of the shares of Common Stock and Warrants under the Exchange Act, nor has the Company
received any notification that the Commission is contemplating terminating such registration.
2.2.
Stock Exchange Listing. The Common Stock and Warrants have been approved for listing on the Nasdaq Capital Market (the “Exchange”),
subject only to official notice of issuance, and the Company has taken no action designed to, or likely to have the effect of, delisting
the Common Stock and/or Warrants from the Exchange, nor has the Company received any notification that the Exchange is contemplating
terminating such listing except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.3.
No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any
order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted
or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied
with each request (if any) from the Commission for additional information.
2.4.
Disclosures in Registration Statement.
2.4.1.
Compliance with Securities Act and 10b-5 Representation.
(i)
Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material
respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the prospectus
filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus,
at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the
Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the
Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to the Commission’s
EDGAR filing system (“EDGAR”), except to the extent permitted by Regulation S-T promulgated under the Securities Act
(“Regulation S-T”).
(ii)
Neither the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or
at any Option Closing Date (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or
will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(iii)
The Pricing Disclosure Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did not, does
not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus
hereto does not conflict in any material respect with the information contained in the Registration Statement, any Preliminary Prospectus,
the Pricing Prospectus or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together
with the Pricing Prospectus as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to statements made or statements omitted in reliance upon and in conformity
with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration
Statement, the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree
that such information provided by or on behalf of any Underwriter consists solely of the following disclosure contained in the “Underwriting”
section of the Prospectus: the names of the Underwriters, the information in the second paragraph under the subheading titled “Discounts
and Commissions” and the information under the subheadings titled “Stabilization” and “Electronic Offer, Sale
and Distribution of Shares” (the “Underwriters’ Information”).
(iv)
Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time
of any filing with the Commission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or will
include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation
and warranty shall not apply to the Underwriters’ Information.
2.4.2.
Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other
documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been
so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by
which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package and
the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is
in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other
parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may
be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought, and except for any unenforceability that, individually or in the aggregate, would not reasonably be expected to result
in a Material Adverse Change (as defined in Section 2.5.1 below). None of such agreements or instruments has been assigned by the Company,
and neither the Company nor, to the Company’s knowledge, any other party is in material default thereunder and, to the Company’s
knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder
except for such defaults that would not reasonably be expected to result in a Material Adverse Change (as defined in Section 2.5.1 below).
To the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result
in a violation of any existing applicable law (including, without limitation, common law), statute, rule, regulation, judgment, order,
decree, injunction or ordinance of any governmental or regulatory agency, authority, body, entity or court, domestic or foreign, having
jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without
limitation, those relating to environmental laws and regulations, that, individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Change as defined in Section 2.5.1 below.
2.4.3.
Reserved.
2.4.4.
Regulations. The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects
of federal, state, local and all foreign laws, rules and regulations relating to the Offering and the Company’s business as currently
conducted or contemplated are correct and complete in all material respects and no other such laws, rules or regulations are required
under the Securities Act and the Securities Act Regulations to be disclosed in the Registration Statement, the Pricing Disclosure Package
and the Prospectus which are not so disclosed.
2.4.5.
No Other Distribution of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute
any offering material in connection with the Offering other than any Preliminary Prospectus, any Issuer Free Writing Prospectus, the
Prospectus and other materials, if any, permitted under the Securities Act and consistent with Section 3.2 below.
2.5.
Changes After Dates in Registration Statement.
2.5.1.
No Material Adverse Change. Since the date of the most recent financial statements included in the Registration Statement, the
Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse
change in the financial position or results of operations of the Company or its Subsidiary taken as a whole, nor to the Company’s
knowledge, any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material
adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company
or its Subsidiary taken as a whole (a “Material Adverse Change”); (ii) there have been no material transactions entered
into by the Company or its Subsidiary, other than as contemplated pursuant to this Agreement; and (iii) no officer or director of the
Company has resigned from any position with the Company.
2.5.2.
Recent Securities Transactions, etc. Since the date of the most recent financial statements included in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred
any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution
on or in respect to its capital stock.
2.6.
Reserved.
2.7.
Independent Accountants. BF Borgers CPA, P.C. (the “Auditor”), whose report is filed with the Commission as part
of the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent registered public accounting firm
as required by the Securities Act and the Securities Act Regulations and the Public Company Accounting Oversight Board. The Auditor has
not, during the periods covered by the financial statements included in the Registration Statement, the Pricing Disclosure Package and
the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.8.
Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, fairly present in all material respects the financial position and the
results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared
in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods
involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be
material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration
Statement present fairly in all material respects the information required to be stated therein. Except as included therein, no historical
or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus
under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related
notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled
and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly
in all material respects the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments
used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the
Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such
term is defined by the rules and regulations of the Commission), if any, comply in all material respects with Regulation G of the Exchange
Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure
Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations),
and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect
on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital
resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, (a) since the date of the last balance sheet included in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, neither the Company nor its Subsidiary, including the entity disclosed or described in the Registration Statement,
the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (the “Subsidiary”), has incurred
any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course
of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital
stock, (c) there has not been any change in the capital stock of the Company or its Subsidiary, or, other than in the ordinary course
of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s
long-term or short-term debt. The Company represents that it has no direct or indirect subsidiaries other than those listed in Exhibit
21.1 to the Registration Statement.
2.9.
Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions
stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the
adjusted capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure
Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there
will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock
of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments
to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities. The information set forth under
the caption “Capitalization” in the Registration Statement and the Prospectus (and any similar section or information contained
in the Pricing Disclosure Package) is true and correct. All of the Public Securities conform to the description thereof contained in
the Registration Statement, the Pricing Disclosure Package and the Prospectus. The form of certificates for the Public Securities conforms
to U.S. federal and applicable state laws and to any requirements of the Company’s organizational documents. Subsequent to the
respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except
as otherwise specifically stated therein or in this Agreement, the Company has not: (A) issued any securities; (B) incurred any liability
or obligation, direct or contingent, for borrowed money; or (C) declared or paid any dividend or made any other distribution on or in
respect to its capital stock.
2.10.
Valid Issuance of Securities, etc.
2.10.1.
Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by
this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights
of rescission or the ability to force the Company or its Subsidiary to repurchase such securities with respect thereto, and are not subject
to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights,
rights of first refusal or rights of participation of any holders of any security of the Company or similar contractual rights granted
by the Company. The authorized shares of Common Stock conform in all material respects to all statements relating thereto contained in
the Registration Statement, the Pricing Disclosure Package and the Prospectus. The offers and sales of the outstanding shares of Common
Stock, options, warrants and other outstanding securities convertible into or exercisable for shares of Common Stock, were at all relevant
times either registered under the Securities Act and the applicable state securities or “blue sky” laws or, based in part
on the representations and warranties of the purchasers of such shares of Common Stock, exempt from such registration requirements. The
description of the Company’s stock option, stock bonus and other related plans or arrangements, and options and/or other rights
granted thereunder, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, accurately and fairly
present, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.
2.10.2.
Securities Sold Pursuant to this Agreement. The Public Securities and Representative’s Securities have been duly authorized
for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not
and will not be subject to personal liability by reason of being such holders; the Public Securities and Representative’s Securities
are and will be free from all preemptive rights of any holders of any security of the Company, or similar contractual rights granted
by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and Representative’s
Securities has been duly and validly taken. The Warrants, when issued and paid for pursuant to this Agreement and the Warrant Agent Agreement
(as defined below), will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment
therefor, the Warrant Shares. The Representative’s Warrant Agreement, when issued and paid for pursuant to this Agreement, will
constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the underlying
shares of Common Stock. The Public Securities and Representative’s Securities conform in all material respects to all statements
with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action
required to be taken for the authorization, issuance and sale of the Representative’s Warrant Agreement has been duly and validly
taken; the shares of Common Stock issuable upon exercise of the Representative’s Warrant have been duly authorized and reserved
for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Representative’s
Warrant and the Representative’s Warrant Agreement, such shares of Common Stock will be validly issued, fully paid and nonassessable;
the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such shares of Common
Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights
granted by the Company.
2.11.
Registration Rights of Third Parties. Except as set forth in Schedule 2.11, no holders of any securities of the Company or any options,
warrants, rights or other securities exercisable for or convertible or exchangeable into securities of the Company have the right to
require the Company to register any such securities of the Company under the Securities Act or to include any such securities in the
Registration Statement or any other registration statement to be filed by the Company.
2.12.
Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement,the Warrant Agent Agreement
(as defined below), the Warrants, and the Representative’s Warrant Agreement have been duly and validly authorized by the Company,
and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in
accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may
be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought.
2.13.
No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Warrant Agent Agreement, the Warrants,
the Representative’s Warrant Agreement, and all ancillary documents, the consummation by the Company of the transactions herein
and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the
giving of notice or the lapse of time or both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute
a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property
or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument
to which the Company is a party or as to which any property of the Company is a party except breaches, conflicts or defaults that would
not reasonably be expected to result in a Material Adverse Change; (ii) result in any violation of the provisions of the Company’s
Articles of Incorporation (as the same have been amended or restated from time to time, the “Charter”) or the bylaws
of the Company; or (iii) violate in any material respect any existing applicable law, rule, regulation, judgment, order or decree of
any Governmental Entity as of the date hereof having jurisdiction over the Company.
2.14.
No Defaults; Violations. Except as set forth in Schedule 2.14, no default exists in the due performance and observance of any term,
covenant or condition of any license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement
or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by
which the Company may be bound or to which any of the properties or assets of the Company is subject except for any such default that
would not be reasonably expected to result in a Material Adverse Change. The Company is not in violation of any term or provision of
its Charter, bylaws or other organizational documents, or in violation of any franchise, license, permit, applicable law, rule, regulation,
judgment or decree of any Governmental Entity, except for such violations that would not be reasonably expected to result in a Material
Adverse Change.
2.15.
Corporate Power; Licenses; Consents.
2.15.1.
Conduct of Business. The Company has all requisite corporate power and authority, and has all consents, authorizations, approvals,
licenses, certificates, clearances, permits and orders and supplements and amendments thereto (collectively, “Authorizations”)
of and from all Governmental Entities that it needs as of the date hereof to conduct its business purpose as described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, except for such Authorizations, the absence of which would reasonably be
expected to have a Material Adverse Change.
2.15.2.
Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Warrant
Agent Agreement, the Warrants, and the Representative’s Warrant and to carry out the provisions and conditions hereof, and all
Authorizations required in connection therewith have been obtained. No Authorization of, and no filing with, any Governmental Entity,
the Exchange or another body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the
transactions and agreements contemplated by this Agreement and the Representative’s Warrant Agreement and as contemplated by the
Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations,
state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
2.16.
D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s directors and officers immediately prior to the Offering (the “Insiders”)
as supplemented by all information concerning the Insiders as described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus provided to the Underwriters, is true and correct in all material respects and the Company has not become aware of
any information which would cause the information disclosed in the Questionnaires to become materially inaccurate and incorrect.
2.17.
Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge,
any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the
Prospectus, or in connection with the Company’s listing application for the listing of the Common Stock on the Exchange.
2.18.
Good Standing. The Company has been duly incorporated and is validly existing as a corporation and is in good standing under the
laws of the State of Nevada as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction
in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify,
singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.
2.19.
Insurance. The Company carries or is entitled to the benefits of insurance (including, without limitation, as to directors and officers
insurance coverage), with reputable insurers, in such amounts and covering such risks which the Company believes are adequate as are
customary for companies engaged in similar business, and to the Company’s knowledge all such insurance is in full force and effect.
The Company has no reason to believe that it will not be able (i) to renew its existing insurance coverage as and when such policies
expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as
now conducted and at a cost that would not reasonably be expected to result in a Material Adverse Change.
2.20.
Transactions Affecting Disclosure to FINRA.
2.20.1.
Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s,
consulting or origination fee by the Company or any Insider with respect to the sale of the Public Securities hereunder or any other
arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any of its stockholders that may affect
the Underwriters’ compensation, as determined by FINRA.
2.20.2.
Payments Within Twelve (12) Months. The Company has not made any direct or indirect payments in connection with the Offering (in
cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person
raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member;
or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12)
months prior to the Effective Date, other than the payment to the Underwriters as provided hereunder in connection with the Offering.
2.20.3.
Use of Proceeds. The Company will use the net proceeds received by it from the Offering
in the manner specified in the Prospectus under “Use of Proceeds.” None of the net proceeds of the Offering will be
paid by the Company to any participating FINRA member or its affiliates, except as specifically authorized herein.
2.20.4.
FINRA Affiliation. There is no (i) officer or director of the Company, (ii) beneficial owner of 5% or more of any class of the
Company’s securities or (iii) beneficial owner of the Company’s unregistered equity securities which were acquired during
the 180-day period immediately preceding the filing of the Registration Statement that is an affiliate or associated person of a FINRA
member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).
2.20.5.
Information. All information provided by the Company in its FINRA questionnaire to Representative Counsel specifically for use
by Representative Counsel in connection with its public offering system filings (and related disclosure) with FINRA is true, correct
and complete in all material respects.
2.21.
Anti-Corruption Laws. The Company and its Subsidiary and, to the Company’s knowledge, any director, officer, agent, employee
or affiliate of the Company and its Subsidiary or any other person acting on behalf of, and with authority from, the Company and its
Subsidiary, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions
to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official
or employee of any Governmental Entity (domestic or foreign) or any political party or candidate for office (domestic or foreign) or
other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any
actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation
or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued in the future, might
adversely affect the assets, business, operations or prospects of the Company, and are in compliance with the Foreign Corrupt Practices
Act of 1977, as amended, and the rules and regulations thereunder, the OECD Convention on Bribery of Foreign Public Officials in International
Business Transactions, the UK Bribery Act of 2010 and any other applicable anti-corruption laws (collectively, the “Anti-Corruption
Laws”). The Company and its Subsidiary have instituted and maintain, and will continue to institute and maintain, policies
and procedures reasonably designed to ensure continued compliance with the Anti-Corruption Laws. The Company will not, directly or indirectly,
use the proceeds of the Offering hereunder, or lend, contribute, or otherwise make available such proceeds in furtherance of an offer,
payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of
the Anti-Corruption Laws.
2.22.
Compliance with Sanctions. None of the Company, its Subsidiary, any director and officer and to the Company’s knowledge, any
agent, employee or affiliate of the Company and its Subsidiary or any other person acting on behalf of, and with authority from, the
Company and its Subsidiary, is an individual or entity that is, or is owned or controlled by an individual or entity that are: (i) the
subject of any economic or trade sanctions by the U.S. (including those administered by the Office of Foreign Assets Control of the U.S.
Department of the Treasury (“OFAC”)), United Nations Security Council, European Union, Her Majesty’s Treasury,
or other relevant sanctions authorities (collectively, “Sanctions”), or (ii) located, organized, or resident in a
country or territory that is the subject of Sanctions (currently, Crimea, Cuba, Iran, North Korea, and Syria). In addition, the Company
will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other individual or entity: (i) for the purpose of financing the activities of any individual
or entity, or in any country or territory, that, at the time of such financing, is the subject of any Sanctions, or (ii) in any other
manner that would result in a violation of Sanctions. The Company has instituted and maintain, and will continue to institute and maintain,
policies and procedures reasonably to ensure continued compliance with applicable Sanctions. Finally, the Company and its Subsidiary,
their respective directors and officers and to the knowledge of the Company, employees, are in compliance with all applicable Sanctions.
2.23.
Money Laundering Laws. The operations of the Company and its Subsidiary are and have been conducted at all times in compliance in
all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any
related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money
Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company with respect
to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
2.24.
Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative
Counsel on the Closing Date or on the Option Closing Date shall be deemed a representation and warranty by the Company to the Underwriters
as to the matters covered thereby.
2.25.
Lock-Up Agreements. Schedule 3 hereto contains a complete and accurate list of the Company’s officers, directors and
each owner of 5% or more of the Company’s outstanding shares of Common Stock (or securities convertible or exercisable into shares
of Common Stock) (collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver
to the Representative an executed Lock-Up Agreement, in a form substantially similar to that attached hereto as Exhibit B (the
“Lock-Up Agreement”), prior to the execution of this Agreement.
2.26.
Subsidiary. All subsidiaries of the Company are listed in Exhibit D hereto. The Subsidiary of the Company is duly organized
and in good standing under the laws of the place of organization or incorporation, and the Subsidiary is in good standing in each jurisdiction
in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify
would not have a material adverse effect on the assets, business or operations of the Company taken as a whole. The Company’s ownership
and control of the Subsidiary is as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.27.
Related Party Transactions. Except as set forth in Schedule 2.27, there are no material business relationships or related party transactions
involving the Company or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and
the Prospectus that have not been described as required under the Securities Act and the Securities Act Regulations. There are no outstanding
loans, advances (except advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company
or, to the knowledge of the Company, any affiliate of the Company to or for the benefit of any of the officers or directors of the Company
or any affiliate of the Company or any of their respective family members.
2.28.
Board of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing
Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the
overall composition of the board comply with the Exchange Act, the rules and regulations of the Commission promulgated thereunder (the
“Exchange Act Regulations”), the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley
Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board
of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation
S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify
as “independent,” as defined under the listing rules of the Exchange.
2.29.
Sarbanes-Oxley Compliance.
2.29.1.
Disclosure Controls. The Company has developed and currently maintains disclosure controls and procedures that comply in all material
respects with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and except as disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, such controls and procedures are effective to ensure that all material information concerning
the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act
filings and other public disclosure documents.
2.29.2.
Compliance. The Company is and at the Applicable Time and on the Closing Date will be, in material compliance with the provisions
of the Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and has taken reasonable steps to ensure
the Company’s future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material
provisions of the Sarbanes-Oxley Act.
2.30.
Accounting Controls. The Company and its Subsidiary maintain systems of “internal control over financial reporting” (as
defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respects with the requirements
of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial
officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting
controls sufficient 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
GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. The Auditor and the Audit Committee
of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely
affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial
information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees
who have a significant role in the Company’s internal controls over financial reporting.
2.31.
No Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof
as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register as an
“investment company,” as defined in the Investment Company Act of 1940, as amended.
2.32.
No Labor Disputes. No labor dispute with the employees of the Company or its Subsidiary exists or, to the knowledge of the Company,
is imminent. The Company is not aware that any officer, key employee or significant group of employees of the Company plans to terminate
employment with the Company.
2.33.
Intellectual Property Rights. The Company and each of its Subsidiary owns or possesses or has valid rights to use all patents, patent
applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions,
trade secrets and similar rights (“Intellectual Property Rights”) and necessary for the conduct of the business of
the Company and each of its Subsidiary as currently carried on and as described in the Registration Statement, the Pricing Disclosure
Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or its Subsidiary necessary for the conduct
of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to
any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor its Subsidiary
has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except
as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change: (A) to the knowledge of
the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned
by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging
the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a
reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.33,
reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the
knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction
invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit,
proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware
of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other
claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any
Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and
the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate,
together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s
knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract,
patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement
or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment
with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually
or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by
and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options,
licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth
in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement,
the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the
preceding sentence. None of the Intellectual Property or technology (including information technology and outsourced arrangements) employed
by the Company or the Subsidiary has been obtained or is being used by the Company or the Subsidiary in violation of any contractual
obligation binding on the Company or any of the Subsidiary or any of their respective officers, directors or employees or otherwise in
violation of the rights of any persons. The Company and the Subsidiary own or have a valid right to access and use all computer systems,
networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and
functions used in connection with the business of the Company and the Subsidiary (the “Company IT Systems”). The Company
IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business
of the Company and the Subsidiary as currently conducted, except as would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. The Company and the Subsidiary have implemented commercially reasonable backup, security and disaster
recovery technology consistent in all material respects with applicable regulatory standards and customary industry practices.
2.34.
Taxes. Each of the Company and its Subsidiary has filed all returns (as hereinafter defined) required to be filed with taxing authorities
prior to the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiary has paid
all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against
the Company or such respective Subsidiary except those that are being contested in good faith or as would not have, individually or in
the aggregate, result in a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed
with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods
to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no material
issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as
due from the Company or its Subsidiary, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes
have been given by or requested from the Company or its Subsidiary. To the Company’s knowledge, there are no tax liens against
the assets, properties or business of the Company or its Subsidiary. The term “taxes” means all federal, state, local, foreign
and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service
use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or
other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional
amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents
required to be filed in respect to taxes.
2.35.
ERISA Compliance. The Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security
Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established
or maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material respects with
ERISA. “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations described in
Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations
thereunder (the “Code”) of which the Company is a member. No “reportable event” (as defined under ERISA)
has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by
the Company or any of its ERISA Affiliates. No “employee benefit plan” established or maintained by the Company or any of
its ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities”
(as defined under ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any material
liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or
(ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company
or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the knowledge
of the Company, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.
2.36.
Compliance with Laws. Each of the Company and its Subsidiary: (A) is and at all times has been in compliance with all statutes, rules,
or regulations applicable to the business of the Company as currently conducted (“Applicable Laws”), except as could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (B) has not received any warning letter,
untitled letter or other correspondence or notice from any Governmental Entity alleging or asserting noncompliance with any Applicable
Laws or any Authorizations; (C) possesses all Authorizations and such Authorizations are valid and in full force and effect and are not
in violation of any term of any such Authorizations, except where the invalidity of such Authorizations or the failure of such Authorizations
to be in full force and effect would not result in a Material Adverse Change; (D) has not received notice of any claim, action, suit,
proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Entity or third party alleging that
any activity conducted by the Company is in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental
Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not
received notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations
and has no knowledge that any such Governmental Entity is considering such action; and (F) has filed, obtained, maintained or submitted
all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable
Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements
or amendments were complete and correct on the date filed (or were corrected or supplemented by a subsequent submission), except where
the failure to be so in compliance would not, individually or in the aggregate, result in a Material Adverse Change.
2.37.
Reserved.
2.38.
Environmental Laws. The Company is in compliance with all foreign, federal, state and local rules, laws and regulations relating
to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment
which are applicable to their businesses (“Environmental Laws”), except where the failure to comply would not, singularly
or in the aggregate, result in a Material Adverse Change. There has been no storage, generation, transportation, handling, treatment,
disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused
by the Company (or, to the Company’s knowledge, any other entity for whose acts or omissions the Company is or may otherwise be
liable) upon any of the property now or previously owned or leased by the Company, or upon any other property, in violation of any law,
statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including
rule of common law), regulation, order, judgment, decree or permit, give rise to any liability, except for any violation or liability
which would not have, singularly or in the aggregate with all such violations and liabilities, a Material Adverse Change; and there has
been no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding such property
of any toxic or other wastes or other hazardous substances with respect to which the Company has knowledge, except for any such disposal,
discharge, emission, or other release of any kind which would not have, singularly or in the aggregate with all such discharges and other
releases, a Material Adverse Change. In the ordinary course of business, the Company conducts periodic reviews of the effect of Environmental
Laws on its business and assets, in the course of which they identify and evaluate associated costs and liabilities (including, without
limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws
or governmental permits issued thereunder, any related constraints on operating activities and any potential liabilities to third parties).
On the basis of such reviews, the Company has reasonably concluded that such associated costs and liabilities would not have, singularly
or in the aggregate, a Material Adverse Change.
2.39.
Title to Property. Except as set forth in Schedule 2.39, the Registration Statement, the Pricing Disclosure Package and the Prospectus,
the Company and its Subsidiary have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items
of real or personal property which are material to the business of the Company and its Subsidiary taken as a whole, in each case free
and clear of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect
the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or its Subsidiary;
and all of the leases and subleases material to the business of the Company and its Subsidiary, considered as one enterprise, and under
which the Company or its Subsidiary holds properties described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus, are, to the Company’s knowledge, in full force and effect, and neither the Company nor any Subsidiary has received
any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary
under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the
continued possession of the leased or subleased premises under any such lease or sublease.
2.40.
Contracts Affecting Capital. Except as set forth in Schedule 2.40, the Registration Statement, the Pricing Disclosure Package, the
Prospectus and schedules hereto, there are no transactions, arrangements or other relationships between and/or among the Company, any
of its affiliates (as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but
not limited to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect
the Company’s or its Subsidiary’ liquidity or the availability of or requirements for their capital resources required to
be described or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus which have
not been described or incorporated by reference as required.
2.41.
Loans to Directors or Officers. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary
course of business) or guarantees or indebtedness by the Company or its Subsidiary to or for the benefit of any of the officers or directors
of the Company, its Subsidiary, or any of their respective family members, except as disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus.
2.42.
Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the Effective Date
and at the time of any amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona
fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Public Securities and at the Effective Date,
the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination
by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
2.43.
Smaller Reporting Company. As of the time of filing of the Registration Statement, the Company was a “smaller reporting company,”
as defined in Rule 12b-2 of the Exchange Act Regulations.
2.44.
Industry Data. The statistical, industry-related and market-related data included in each of the Registration Statement, the Pricing
Disclosure Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are
reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources.
2.45.
Electronic Road Show. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of the
Securities Act Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities Act Regulations)
is required in connection with the Offering.
2.46.
Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors
of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directly
or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness
which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Public Securities
to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.
2.47.
Dividends and Distributions. No Subsidiary of the Company is currently prohibited or restricted, directly or indirectly, from paying
any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock (to the extent that any such
prohibition or restriction on dividends and/or distributions would have a material effect to the Company), from repaying to the Company
any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the
Company or any other Subsidiary of the Company, except as may otherwise be provided in current loan or mortgage-related documents and
(ii) except as set forth in Schedule 2.47, the Company is not prohibited, directly or indirectly, from paying any dividends, from making
any other distribution, from repaying any loans or advances or from transferring any of its property or assets.
2.48.
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act) contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed
without a reasonable basis or has been disclosed other than in good faith.
2.49.
Exchange Act Reports. The Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(a), 13(e),
14 and 15(d) of the Exchange Act during the preceding 12 months (except to the extent that Section 15(d) requires reports to be filed
pursuant to Sections 13(d) and 13(g) of the Exchange Act, which shall be governed by the next clause of this sentence); and the Company
has filed in a timely manner all reports required to be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act, except where
the failure to timely file could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.
2.50.
Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering
to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such
securities under the Securities Act.
2.51.
Confidentiality and Non-Competition. To the Company’s knowledge, no director, officer, key employee or consultant of the Company
or any Subsidiary is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any
employer (other than the Company) or prior employer that could materially affect his or her ability to be and act in his or her respective
capacity of the Company or such Subsidiary or be expected to result in a Material Adverse Change.
2.52.
Corporate Records. The minute books of the Company have been made available to the Representative and Representative Counsel and
such books (i) contain minutes of all material meetings and actions of the Board of Directors (including each board committee) and stockholders
of the Company, and (ii) reflect all material transactions referred to in such minutes.
2.53.
Diligence Materials. The Company has provided to the Representative and Representative Counsel all materials required or necessary
to respond in all material respects to the diligence request submitted to the Company or Company Counsel by the Representative.
2.54.
Stabilization. Neither the Company nor, to its knowledge, any of its employees, directors or stockholders (without the consent of
the Representative) has taken, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected
to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Public Securities.
2.55.
Lending Relationship. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company
does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter.
2.56.
Immunity from Jurisdiction. Neither the Company nor any Subsidiary or any of their respective properties or assets has any immunity
from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment
in aid of execution or otherwise) under the laws of the United States.
2.57.
Submission to Jurisdiction. The Company has the power to submit, and pursuant to Section 9.6 of this Agreement has legally, validly,
effectively and irrevocably submitted, to the jurisdiction of the New York Supreme Court, County of New York, or in the United States
District Court for the Southern District of New York.
2.58.
XBRL. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement
fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules
and guidelines applicable thereto.
2.59.
Testing-the-Waters Communications.
2.59.1.
The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications.
2.59.2.
The Company has not alone engaged in any Testing-the-Waters Communications other than Testing-the-Waters Communications with the consent
of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions
that are accredited investors within the meaning of Rule 501 under the Act. The Company has not distributed or approved for distribution
any Written Testing-the-Waters Communication, other than those listed on Exhibit E hereto. “Written Testing-the-Waters Communication”
means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each individual
Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement, the Pricing
Disclosure Package or the Prospectus, complied in all material respects with the Act, and when taken together with the Registration Statement,
the Pricing Disclosure Package and the Prospectus as of the Applicable Time, did not, and as of the Closing Date and as of the Option
Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
3.
COVENANTS OF THE COMPANY.
The
Company covenants and agrees as follows:
3.1.
Amendments to Registration Statement. The Company shall deliver to the Representative, at least one (1) Business Day (or such shorter
time mutually agreed by the parties hereto) prior to filing, any amendment or supplement to the Registration Statement or Prospectus
proposed to be filed after the Effective Date and not file any such amendment or supplement to which the Representative shall reasonably
object in writing.
3.2.
Federal Securities Laws.
3.2.1.
Compliance. The Company, subject to Section 3.2.2, shall comply with the requirements of Rule 430A of the Securities Act Regulations,
and will notify the Representative promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration
Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of its receipt of any comments
from the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement
to the Prospectus or for additional information; (iv) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any Preliminary Prospectus
or the Prospectus, or of the suspension of the qualification of the Public Securities and Representative’s Securities for offering
or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant
to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement; or (v) if the Company becomes the subject of a proceeding
under Section 8A of the Securities Act in connection with the Offering of the Public Securities and Representative’s Securities.
The Company shall effect all filings required under Rule 424(b) of the Securities Act Regulations, in the manner and within the time
period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and shall take such steps as it deems necessary to ascertain promptly
whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that
it was not, it will promptly file such prospectus. The Company shall use its best efforts to prevent the issuance of any stop order,
prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.
3.2.2.
Continued Compliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the
Exchange Act Regulations so as to permit the completion of the distribution of the Public Securities as contemplated in this Agreement
and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating to the
Public Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”),
would be) required by the Securities Act to be delivered in connection with sales of the Public Securities, any event shall occur or
condition shall exist as a result of which it is necessary, in the opinion of Representative Counsel or Company Counsel, to (i) amend
the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) amend or supplement
the Pricing Disclosure Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the case may be,
will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein
not misleading in the light of the circumstances existing at the time it is delivered to a purchaser; or (iii) amend the Registration
Statement or amend or supplement the Pricing Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements
of the Securities Act or the Securities Act Regulations, the Company will promptly (A) give the Representative notice of such event;
(B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement,
the Pricing Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed
filing or use, furnish the Representative with copies of any such amendment or supplement; and (C) file with the Commission any such
amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representative
or Representative Counsel shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment
or supplement as the Underwriters may reasonably request. The Company shall give the Representative notice of its intention to make any
such filing from the Applicable Time until the later of the Closing Date and the exercise in full or expiration of the Option specified
in Section 1.2 hereof and will furnish the Representative with copies of the related document(s) a reasonable amount of time prior to
such proposed filing, as the case may be, and will not file or use any such document to which the Representative or Representative Counsel
shall reasonably object.
3.2.3.
Exchange Act Registration. For a period of three (3) years after the date of this Agreement, the Company shall use its reasonable
best efforts to maintain the registration of the Common Stock and Warrants under the Exchange Act. For a period of two (2) years after
the date of this Agreement, the Company shall not deregister the Common Stock or Warrants under the Exchange Act without the prior written
consent of the Representative.
3.2.4.
Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative, it shall
not make any offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise
constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or
retained by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use
Free Writing Prospectus set forth in Schedule 2-B. The Company represents that it has treated or agrees that it will treat each
such free writing prospectus consented to, or deemed consented to, by the Representative as an “issuer free writing prospectus,”
as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including
timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing
Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would
conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material
fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
existing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement,
at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
3.2.5.
Testing-the-Waters Communications. If at any time following the distribution of any Written Testing-the-Waters Communication there
occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include
an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances existing at that subsequent time, not misleading, the Company shall promptly notify the Representative
and shall promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such
untrue statement or omission.
3.2.6.
Filing Amendments and Exchange Act Documents. The Company will give the Representatives
notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or new
registration statement relating to the Securities or any amendment, supplement or revision to either any preliminary prospectus (including
any prospectus included in the Registration Statement or amendment thereto at the time it became effective) or to the Prospectus, whether
pursuant to the Securities Act, the Exchange Act or otherwise, and the Company will furnish the Representatives with copies of any such
documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document
to which the Representatives or counsel for the Underwriters shall reasonably object. The Company has given the Representatives notice
of any filings containing material information about the Company or its business made pursuant to the Exchange Act or Exchange Act Regulations
within 48 hours prior to the execution of this Agreement; the Company will give the Representatives notice of its intention to make any
such filing from the execution of this Agreement to the Closing Time and will furnish the Representatives with copies of any such documents
a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives or
counsel for the Underwriters shall reasonably object.
3.3.
Delivery to the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or make available
to the Representative and Representative Counsel, without charge, conformed copies of the Registration Statement as originally filed
and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will
also deliver to each Underwriter, without charge, a conformed copy of the Registration Statement as originally filed and each amendment
thereto (without exhibits) upon receipt of a written request therefor from such Underwriter. The copies of the Registration Statement
and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with
the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
3.4.
Delivery to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available to each
Underwriter, without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company
hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter,
without charge, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule
172 of the Securities Act Regulations, would be) required to be delivered under the Securities Act, such number of copies of the Prospectus
(as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished
to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.
3.5.
Effectiveness and Events Requiring Notice to the Representative. The Company shall use its best efforts to cause the Registration
Statement to remain effective with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the
Representative promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto;
(ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose;
(iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities
for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing
and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt
of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period
described in this Section 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement,
the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement
in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities
commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially reasonable efforts
to obtain promptly the lifting of such order.
3.6.
Review of Financial Statements. For a period of three (3) years after the date of this Agreement, the Company, at its expense, shall
cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements
for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.
3.7.
Listing. The Company shall use its reasonable best efforts to maintain the listing of the Common Stock (including the Firm Shares,
the Option Shares and the shares of Common Stock issuable upon exercise of the Warrants) and the Warrants on the Exchange until at least
three (3) years after the date of this Agreement.
3.8.
Financial Public Relations. Within six (6) months from the Effective Date, the Company shall have retained a financial public relations
firm reasonably acceptable to the Representative and the Company, which firm shall be experienced in assisting issuers in initial public
offerings of securities and in their relations with their security holders, and shall retain such firm or another firm reasonably acceptable
to the Representative for a period of not less than two (2) years after the Effective Date.
3.9.
Reports to the Representative.
3.9.1.
Periodic Reports, etc. For a period of three (3) years after the date of this Agreement, the Company shall furnish or make available
to the Representative copies of such financial statements and other periodic and special reports as the Company from time to time furnishes
generally to holders of any class of its securities and also promptly furnish to the Representative: (i) a copy of each periodic report
the Company shall be required to file with the Commission under the Exchange Act and the Exchange Act Regulations; (ii) a copy of every
press release and every news item and article with respect to the Company or its affairs which was released by the Company; (iii) a copy
of each Form 8-K prepared and filed by the Company; (iv) a copy of each registration statement filed by the Company under the Securities
Act; (v) a copy of each report or other communication furnished to stockholders and (vi) such additional documents and information with
respect to the Company and the affairs of any future subsidiary of the Company as the Representative may from time to time reasonably
request. Documents filed with the Commission pursuant to its EDGAR system or press releases shall be deemed to have been delivered to
the Representative pursuant to this Section 3.9.1. Any documents not filed with the Commission pursuant to its EDGAR system shall be
delivered to xxxx@efhuttongroup.com, with a copy to xxxx@efhuttongroup.com.
3.9.2.
Transfer Agent; Transfer Sheets. For a period of three (3) years after the date of this Agreement, the Company shall retain a
transfer agent and registrar acceptable to the Representative (the “Transfer Agent”) and shall furnish to the Representative
at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the Representative may reasonably
request, including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. Equiniti Shareowner Services is
acceptable to the Representative to act as Transfer Agent for the shares of Common Stock and Warrants.
3.9.3.
Trading Reports. For a period of three (3) years after the date of this Agreement, during such time as any of the Public Securities
are listed on the Exchange, the Company shall provide to the Representative, at the Company’s expense, such reports published by
the Exchange relating to price trading of the Public Securities, as the Representative shall reasonably request.
3.10.
Payment of Expenses
3.10.1.
General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing
Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance
of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses
relating to the registration of the Public Securities and Representative’s Securities with the Commission; (b) all Public Filing
System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public
Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative
together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the
Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of the
Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably
designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities
under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing
and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate,
any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration
Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative
may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering
certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the shares of Common Stock; (k) fees
and expenses of the warrant agent under the Warrant Agent Agreement; (l) stock transfer and/or stamp taxes, if any, payable upon the
transfer of securities from the Company to the Underwriters; (m) the costs associated with one set of bound volumes of the public offering
materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable
time after the Closing Date in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s
accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses
of Representative Counsel; (q) the cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking
and compliance software for the Offering; (r) to the extent approved by the Company in writing, the costs associated with post-Closing
advertising the Offering in the national editions of the Wall Street Journal and New York Times; and (s) the Underwriters’ actual
accountable expenses for the Offering, including, without limitation related to the “road show.” Notwithstanding the foregoing,
the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the
preceding sentence shall not exceed $150,000 in the aggregate for legal fees and related expenses. The Representative may deduct from
the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth
herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof).
3.10.2
Non-Accountable Expense to the Offering. The Company further agrees that, in addition to the expenses payable pursuant to Section
3.10.1, on the Closing Date it shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein,
a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Firm
Shares (excluding the Option Shares), less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the
event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.
3.11.
Application of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with
the application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure
Package and the Prospectus.
3.12.
Delivery of Earnings Statements to Security Holders. The Company shall timely file such reports pursuant to the Exchange Act as are
necessary in order to make generally available to its security holders as soon as practicable, but not later than the first day of the
fifteenth (15th) full calendar month following the date of this Agreement, an earnings statement (which need not be certified
by an independent registered public accounting firm unless required by the Securities Act or the Securities Act Regulations, but which
shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities Act) covering a period of at least twelve (12) consecutive
months beginning after the date of this Agreement.
3.13.
Stabilization. Neither the Company nor, to its knowledge, any of its employees, directors or stockholders has taken or shall take,
directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result in, under
Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Public Securities.
3.14.
Internal Controls. For a period of one (1) year after the date of this Agreement, the Company shall maintain a system of internal
accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s
general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements
in accordance with GAAP and to maintain accountability for assets; (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 existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.
3.15.
Accountants. As of the date of this Agreement, the Company has retained an independent registered public accounting firm, as required
by the Securities Act and the Securities Act Regulations and the Public Company Accounting Oversight Board, reasonably acceptable to
the Representative, and the Company shall continue to retain a nationally recognized independent registered public accounting firm for
a period of at least three (3) years after the date of this Agreement. The Representative acknowledges that BF Borgers CPA PC is acceptable
to the Representative.
3.16.
FINRA. For a period of 90 days from the later of the Closing Date or the Option Closing Date, the Company shall advise the Representative
(who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any officer or director of the Company, (ii) any
beneficial owner of 5% or more of any class of the Company’s securities or (iii) any beneficial owner of the Company’s unregistered
equity securities which were acquired during the 180 days immediately preceding the filing of the Registration Statement is or becomes
an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations
of FINRA).
3.17.
No Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual
in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity,
or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions
contemplated by this Agreement.
3.18.
Company Lock-Up Agreements. During the period commencing on and including the date hereof and continuing through and including the
360th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up
Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld in its
sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities
(as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule
16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under
the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any
shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities;
(v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership
of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash
or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities; (vii) submit or file any registration statement
under the Securities Act in respect of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement
with respect to the Offering); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar
transaction affecting the outstanding shares of Common Stock; or (ix) publicly announce the intention to do any of the foregoing; provided,
however, that the Company may (A) effect the transactions contemplated hereby and (B) issue shares of Common Stock or options to purchase
shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employee
stock purchase plan, or other stock plan or arrangement described in the Registration Statement, the Pricing Prospectus and the Prospectus,
but only if the holders of such shares of Common Stock or options, as applicable, agree in writing with the Underwriters not to sell,
offer, dispose of or otherwise transfer any such shares of Common Stock or options during such Lock-up Period without the prior written
consent of the Representative (which consent may be withheld in its sole discretion), (C) issue shares of Common Stock or Related Securities
pursuant to the exercise or settlement of Related Securities, or upon the conversion of convertible securities outstanding on the date
hereof that are described in the Registration Statement, the Pricing Prospectus and the Prospectus, (D) file one or more registration
statements on Form S-8 to register shares of Common Stock or Related Securities issued or issuable pursuant to any plans or programs
described in (B), and (E) issue shares of Common Stock, or enter into an agreement to issue shares of Common Stock or Related Securities,
in connection with any merger, joint venture, strategic alliances, or other collaborative or strategic transaction, or the acquisition
or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit
plan in connection with a merger or acquisition; provided that the aggregate number of shares of Common Stock or Related Securities (on
an as-converted or as-exercised basis, as the case may be) that the Company may issue or agree to issue pursuant to this clause (E) shall
not exceed 5% of the total number of shares of common stock of the Company immediately following the completion of the transactions contemplated
by this Agreement and that each recipient thereof provides to the Representative a signed Lock-up Agreement substantially in the form
of Exhibit B hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights
to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to
acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.
3.19.
Release of D&O Lock-up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions set
forth in the Lock-Up Agreements described in Section 2.25 hereof for an officer or director of the Company and provides the Company with
notice of the impending release or waiver at least three (3) Business Days before the Effective Date of the release or waiver, the Company
agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a
major news service at least two (2) Business Days before the Effective Date of the release or waiver.
3.20.
Blue Sky Qualifications. The Company shall use its best efforts, in cooperation with the Underwriters, if necessary, to qualify the
Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign)
as the Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of
the Public Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or
to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself
to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
3.21.
Reporting Requirements. The Company, during the period when a prospectus relating to the Public Securities is (or, but for the exception
afforded by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed with
the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations. Additionally,
the Company shall report the use of proceeds from the issuance of the Public Securities as may be required under Rule 463 under the Securities
Act Regulations.
3.22.
Press Releases. Prior to the Closing Date and any Option Closing Date, the Company shall not issue any press release or other communication
directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings,
business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent
with the past practices of the Company and of which the Representative is notified), without the prior written consent of the Representative,
which consent shall not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after notification to the
Representative, such press release or communication is required by law.
3.23.
Sarbanes-Oxley. For a period of one (1) year after the date of this Agreement, the Company shall at all times comply in all material
respects with all applicable provisions of the Sarbanes-Oxley Act in effect from time to time.
3.24.
IRS Forms. If requested by the Representative, the Company shall deliver to each Underwriter (or its agent), prior to or at the Closing
Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together
with all required attachments to such form.
3.25.
Warrant Agent. For so long as the Warrants are outstanding, the Company will maintain the Warrant Agent Agreement in full force and
effect with Action Stock Transfer Corporation or a transfer agent of similar competence and quality. The Firm Warrants, and, if applicable,
Option Warrants, will be issued in accordance with the Warrant Agent Agreement.
4.
CONDITIONS OF UNDERWRITERS’ OBLIGATIONS.
The
obligations of the Underwriters to purchase and pay for the Public Securities, as provided herein, shall be subject to (i) the continuing
accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option
Closing Date, if any; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof; (iii) the
performance by the Company of its obligations hereunder; and (iv) the following conditions:
4.1.
Regulatory Matters.
4.1.1.
Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than
5:30 p.m., Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative,
and, at each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement
or any post-effective amendment thereto shall have been issued under the Securities Act, no order preventing or suspending the use of
any Preliminary Prospectus or the Prospectus shall have been issued and no proceedings for any of those purposes shall have been instituted
or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any)
from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission
in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations (without reliance on Rule 424(b)(8))
or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance
with the requirements of Rule 430A under the Securities Act Regulations.
4.1.2.
FINRA Clearance. On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the
amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3.
Exchange Clearance. On the Closing Date, the Common Stock shall have been approved for listing on the Exchange, subject only to
official notice of issuance. On the first Option Closing Date (if any), the Common Stock (including the Option Shares and the shares
of Common Stock underlying the Option Warrants) shall have been approved for listing on the Exchange, subject only to official notice
of issuance.
4.2.
Company Counsel Matters.
4.2.1.
Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the favorable opinion and negative
assurance letter of Lucosky Brookman LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed
to the Representative, in form and substance satisfactory to the Representative and (ii) the favorable opinion of DeMint Law PLLC, special
Nevada counsel to the Company, dated the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory
to the Representative.
4.2.2.
Option Closing Date Opinions of Counsel. On the Option Closing Date, if any, the Representative shall have received the favorable
opinion and negative assurance letter of Company Counsel listed in Section 4.2.1, dated the Option Closing Date, addressed to the Representative
and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made
by such counsel in its opinion delivered on the Closing Date.
4.2.3.
Reliance. The opinion of Lucosky Brookman LLP and any opinion relied upon by American Rebel Holdings, Inc. shall include a statement
to the effect that it may be relied upon by Representative Counsel in its opinion delivered to the Underwriters.
4.3.
Comfort Letters.
4.3.1.
Comfort Letter. At the time this Agreement is executed the Representative shall have received a cold comfort letter from the Auditor
containing statements and information of the type customarily included in accountants’ comfort letters with respect to the financial
statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
addressed to the Representative and in form and substance satisfactory in all respects to the Representative and to Representative Counsel
from the Auditor, dated as of the date of this Agreement.
4.3.2.
Bring-down Comfort Letter. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received
from the Auditor a letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms
the statements made in the letter furnished pursuant to Section 4.3.1 except that the specified date referred to shall be a date not
more than three (3) Business Days prior to the Closing Date or the Option Closing Date, as applicable.
4.4.
Officers’ Certificates.
4.4.1.
Officers’ Certificate. The Company shall have furnished to the Representative a certificate, dated the Closing Date and
any Option Closing Date (if such date is other than the Closing Date), of its Chief Executive Officer or President, and its Chief Financial
Officer stating that on behalf of the Company and not in an individual capacity that (i) such officers have examined the Registration
Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration
Statement and each amendment thereto after the Effective Date, as of the Applicable Time and as of the Closing Date (or any Option Closing
Date if such date is other than the Closing Date) did not include any untrue statement of a material fact and did not omit to state a
material fact required to be stated therein or necessary to make the statements therein not misleading, and the Pricing Disclosure Package,
as of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), any Issuer
Free Writing Prospectus as of its date and as of the Closing Date (or any Option Closing Date if such date is other than the Closing
Date), the Prospectus and each amendment or supplement thereto after the Effective Date, as of the respective date thereof and as of
the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the Effective Date
of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration
Statement, the Pricing Disclosure Package or the Prospectus, (iii) to their knowledge after reasonable investigation, as of the Closing
Date (or any Option Closing Date if such date is other than the Closing Date), the representations and warranties of the Company in this
Agreement are true and correct and the Company has complied with all agreements and satisfied all conditions on its part to be performed
or satisfied hereunder at or prior to the Closing Date (or any Option Closing Date if such date is other than the Closing Date), and
(iv) there has not been, subsequent to the date of the most recent audited financial statements included in the Pricing Disclosure Package,
a Material Adverse Change.
4.4.2.
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have
received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the
case may be, respectively, certifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws
is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of
Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness
of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company.
The documents referred to in such certificate shall be attached to such certificate.
4.5.
No Material Changes. Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no
Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest
dates as of which such condition is set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii)
no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or
by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding
may reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Pricing Disclosure
Package and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have
been initiated or threatened by the Commission; and (iv) the Registration Statement, the Pricing Disclosure Package and the Prospectus
and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance
with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities
Act and the Securities Act Regulations, and neither the Registration Statement, the Pricing Disclosure Package nor the Prospectus nor
any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
4.6.
No Material Misstatement or Omission. The Underwriters shall not have discovered and disclosed to the Company on or prior to the
Closing Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement
of a fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of such counsel,
is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Registration
Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto
contains an untrue statement of fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in
the opinion of Representative Counsel, is material and is necessary in order to make the statements, in the light of the circumstances
under which they were made, not misleading.
4.7.
Corporate Proceedings. All corporate proceedings and other legal matters incident to the authorization, form and validity of each
of this Agreement, the Public Securities, the Registration Statement, the Pricing Disclosure Package, each Issuer Free Writing Prospectus,
if any, and the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably
satisfactory in all material respects to Representative Counsel, and the Company shall have furnished to such counsel all documents and
information that they may reasonably request to enable them to pass upon such matters.
4.8.
Lock-Up Agreements. On or before the date of this Agreement, the Company shall have delivered to the Representative executed copies
of the Lock-Up Agreements from each of the persons listed in Schedule 3 hereto.
4.9.
Warrant Agent Agreement. On or before the date of this Agreement, the Company shall have entered into a Warrant Agent Agreement between
the Company and EF Hutton, as warrant agent with respect to the Warrants, in the form filed as an exhibit to the Registration Statement
(the “Warrant Agent Agreement”), or if applicable, as otherwise directed by the Underwriters.
4.10.
Additional Documents. At the Closing Date and at each Option Closing Date (if any) Representative Counsel shall have been furnished
with such documents and opinions as they may require for the purpose of enabling Representative Counsel to deliver an opinion to the
Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Public Securities and Representative’s
Securities as herein contemplated shall be satisfactory in form and substance to the Representative and Representative Counsel.
5.
INDEMNIFICATION.
5.1.
Indemnification of the Underwriters.
5.1.1.
General. The Company shall indemnify and hold harmless each Underwriter, its affiliates and each of its and their respective directors,
officers, members, employees, representatives, partners, shareholders, affiliates, counsel and agents and each person, if any, who controls
any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter
Indemnified Parties,” and each an “Underwriter Indemnified Party”), against any and all loss, liability,
claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between
any of the Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties and any third party,
or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any other statute or at common
law or otherwise or under the laws of foreign countries, arising out of or based upon any untrue statement or alleged untrue statement
of a material fact contained in (i) the Registration Statement, the Pricing Disclosure Package, the Preliminary Prospectus, the Prospectus
or any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information
provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road
show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application
or other document or written communication (in this Section 5, collectively called “application”) executed by the
Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Public Securities and
the Representative’s Warrant Shares under the securities laws thereof or filed with the Commission, any state securities commission
or agency, the Exchange or any other national securities exchange; or the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
unless such statement or omission was made in reliance upon, and in conformity with, the Underwriters’ Information. With respect
to any untrue statement or omission or alleged untrue statement or omission made in the Pricing Disclosure Package, the indemnity agreement
contained in this Section 5.1.1 shall not inure to the benefit of any Underwriter Indemnified Party to the extent that any loss, liability,
claim, damage or expense of such Underwriter Indemnified Party (a) is based on the Underwriters’ Information, (b) results from
the fact that a copy of the Prospectus was not given or sent to the person asserting any such loss, liability, claim or damage at or
prior to the written confirmation of sale of the Public Securities to such person as required by the Securities Act and the Securities
Act Regulations, and if the untrue statement or omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus
was a result of non-compliance by the Company with its obligations under Section 3.3 hereof, or (c) is found in a final, non-appealable
judgment of a court of competent jurisdiction to have resulted primarily from the willful misconduct or gross negligence of such Underwriter
Indemnified Party.
5.1.2.
Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against
the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution
of such action and the Company shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly
notified indemnifying party, to assume the defense of such action, including the employment and fees of counsel (subject to the reasonable
approval of such Underwriter Indemnified Party) and payment of actual expenses. Such Underwriter Indemnified Party shall have the right
to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter
Indemnified Party unless (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the
Company in connection with the defense of such action, or (ii) the Company shall not have employed counsel to have charge of the defense
of such action, or (iii) the action includes both the Company and the indemnified party as defendants and such indemnified party or parties
shall have been advised by its counsel that there may be defenses available to it or them which are different from or additional to those
available to the Company which makes it impossible or inadvisable for the Company and such indemnified party to be represented in the
action by the same counsel (in which case the Company shall not have the right to direct the defense of such action on behalf of the
indemnified party), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected
by the Underwriter Indemnified Parties who are party to such action (in addition to local counsel) shall be borne by the Company. Notwithstanding
anything to the contrary contained herein, if any Underwriter Indemnified Party shall assume the defense of such action as provided above,
the Company shall have the right to approve the terms of any settlement of such action, which approval shall not be unreasonably withheld.
5.2.
Indemnification of the Company, Directors and Officers. Each Underwriter, severally and not jointly, shall indemnify and hold harmless
the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense
described in the foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to such losses,
liabilities, claims, damages and expenses (or actions in respect thereof) which arise out of or are based upon untrue statements or omissions
made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement
thereto or in any application, in reliance upon, and in strict conformity with, the Underwriters’ Information. In case any action
shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement,
the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity
may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each
other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2. The
Company agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or any
of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration
Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus.
5.3.
Contribution.
5.3.1.
Contribution Rights. If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient
to hold harmless an indemnified party under Section 5.1 or 5.2 in respect of any loss, claim, damage or liability, or any action in respect
thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and each of the Underwriters,
on the other hand, from the Offering, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of
the Company, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions that resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits
received by the Company, on the one hand, and the Underwriters, on the other, with respect to such Offering shall be deemed to be in
the same proportion as the total proceeds from the Offering purchased under this Agreement (before deducting expenses) received by the
Company bear to the total underwriting discount and commissions received by the Underwriters in connection with the Offering, in each
case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company, on the one hand, and the Underwriters,
on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the
Underwriters, on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct
or prevent such untrue statement, omission, act or failure to act; provided that the parties hereto agree that the written information
furnished to the Company through the Representative by or on behalf of any Underwriter for use in any Preliminary Prospectus, any Registration
Statement or the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriters’ Information. The Company
and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.3.1 were to be determined
by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to
herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense, liability, action, investigation
or proceeding referred to above in this Section 5.3.1 shall be deemed to include, for purposes of this Section 5.3.1, any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or
appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability,
action, investigation or proceeding. Notwithstanding the provisions of this Section 5.3.1 no Underwriter shall be required to contribute
any amount in excess of the total discount and commission received by such Underwriter in connection with the Offering less the amount
of any damages which such Underwriter has otherwise paid or becomes liable to pay by reason of any untrue or alleged untrue statement,
omission or alleged omission, act or alleged act or failure to act or alleged failure to act. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
5.3.2.
Contribution Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice
of the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made
against another party (“contributing party”), notify the contributing party of the commencement thereof, but the failure
to so notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution
hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing party or
its representative of the commencement thereof within the aforesaid 15 days, the contributing party will be entitled to participate therein
with the notifying party and any other contributing party similarly notified. Any such contributing party shall not be liable to any
party seeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution
without the written consent of such contributing party. The contribution provisions contained in this Section 5.3.2 are intended to supersede,
to the extent permitted by law, any right to contribution under the Securities Act, the Exchange Act or otherwise available. The Underwriters’
obligations to contribute as provided in this Section 5.3 are several and in proportion to their respective underwriting obligation,
and not joint.
6.
DEFAULT BY AN UNDERWRITER.
6.1.
Default Not Exceeding 10% of Firm Securities or Option Securities. If any Underwriter or Underwriters shall default in its or their
obligations to purchase the Firm Securities or the Option Securities, if the Option is exercised hereunder, and if the number of the
Firm Securities or Option Securities with respect to which such default relates does not exceed in the aggregate 10% of the number of
Firm Shares and accompanying Firm Warrants or Option Shares and accompanying Option Warrants that all Underwriters have agreed to purchase
hereunder, then such Firm Securities or Option Securities to which the default relates shall be purchased by the non-defaulting Underwriters
in proportion to their respective commitments hereunder.
6.2.
Default Exceeding 10% of Firm Securities or Option Securities. In the event that the default addressed in Section 6.1 relates to
more than 10% of the number of Firm Shares and accompanying Firm Warrants or Option Shares and accompanying Option Warrants, the Representative
may in its discretion arrange for itself or for another party or parties to purchase such Firm Securities or Option Securities to which
such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the
number of Firm Shares and accompanying Firm Warrants or Option Shares and accompanying Option Warrants, the Representative does not arrange
for the purchase of such Firm Securities or Option Securities, then the Company shall be entitled to a further period of one (1) Business
Day within which to procure another party or parties satisfactory to the Representative to purchase said Firm Securities or Option Securities
on such terms. In the event that neither the Representative nor the Company arrange for the purchase of the Firm Securities or Option
Securities to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by the Representative
or the Company without liability on the part of the Company (except as provided in Sections 3.10 and 5 hereof) or the several Underwriters
(except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Securities, this
Agreement will not terminate as to the Firm Securities; and provided, further, that nothing herein shall relieve a defaulting Underwriter
of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.
6.3.
Postponement of Closing Date. In the event that the Firm Securities or Option Securities to which the default relates are to be purchased
by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the
right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days,
in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the
Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement,
the Pricing Disclosure Package or the Prospectus that in the opinion of Representative Counsel may thereby be made necessary. The term
“Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it
had originally been a party to this Agreement with respect to such Firm Securities or Option Securities.
7.
ADDITIONAL COVENANTS.
7.1.
Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as members
of the Board of Directors and the overall composition of the Board of Directors comply with the Sarbanes-Oxley Act, the Exchange Act
and the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to
have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one
member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term
is defined under Regulation S-K and the listing rules of the Exchange.
7.2.
Prohibition on Press Releases and Public Announcements. The Company shall not issue press releases or engage in any other publicity,
without the Representative’s prior written consent, for a period ending at 5:00 p.m., Eastern time, on the first (1st)
Business Day following the fortieth (40th) day after the Closing Date, other than normal and customary releases issued in
the ordinary course of the Company’s business.
8.
EFFECTIVE DATE OF THIS AGREEMENT AND TERMINATION THEREOF.
8.1.
Effective Date. This Agreement shall become effective when both the Company and the Representative have executed the same and delivered
counterparts of such signatures to the other party.
8.2.
Termination. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any
domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate
future materially disrupt, general securities markets in the United States or would in the Representatives’ judgment materially
impair the investment quality of the Shares; or (ii) if trading on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have
been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for
securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; or
(iii) if the United States shall have become involved in a new war or an increase in major hostilities; or (iv) if a banking moratorium
has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has been declared which
materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained a material loss by fire,
flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have
been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Firm Securities or
Option Securities; or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or
(viii) in the event of a Material Adverse Change, or an adverse material change in general market conditions as in the Representative’s
judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities or to enforce contracts
made by the Underwriters for the sale of the Public Securities; or (ix) the enactment, publication, decree or other promulgation of any
statute, regulation, rule or order of any court or other governmental authority which in the Representatives’ opinion materially
and adversely affects or may materially and adversely affect the business or operations of the Company; or (x) any downgrading, or placement
on any watch list for possible downgrading, in the rating of any of the Company’s debt securities or preferred stock by any “nationally
recognized statistical rating organization” (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) or any public
announcement by such organization that it has under surveillance or review, or has changed its outlook with respect to, its rating of
any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading); or (xi)
the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the Representatives’
opinion has a material adverse effect on the securities markets in the United States.
8.3.
Expenses. Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant
to Section 6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified
herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual
and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements
of Representative Counsel) up to $50,000, inclusive of the $25,000 advance for accountable expenses previously paid by the Company to
the Representative (the “Advance”), and upon demand the Company shall pay the full amount thereof to the Representative on
behalf of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution
provisions of this Agreement.
Notwithstanding
the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance
with FINRA Rule 5110(g)(4)(A).
8.4.
Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of
this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and
effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any
part hereof.
8.5.
Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or
in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless
of (i) any investigation made by or on behalf of any Underwriter or its affiliates or selling agents, any person controlling any Underwriter,
its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.
9.
MISCELLANEOUS.
9.1.
Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be
mailed (registered or certified mail, return receipt requested), personally delivered or sent by facsimile transmission and confirmed
and shall be deemed given when so delivered or emailed and confirmed (which may be by email) or if mailed, two (2) days after such mailing.
If
to the Representative:
EF
Hutton
590
Madison Avenue, 39th Floor
New
York, New York 10022
with
a copy (which shall not constitute notice) to:
Seward
& Kissel LLP
One
Battery Park Plaza
New
York, New York 10004
If
to the Company:
American
Rebel Holdings, Inc.
718
Thompson Lane Suite 108-199
Nashville,
Tennessee 37204
Attn:
Corporate Secretary
with
a copy (which shall not constitute notice) to:
Lucosky
Brookman LLP
101
Wood Avenue South
5th
Floor
Iselin,
NJ 08830
9.2.
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of this Agreement.
9.3.
Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.
9.4.
Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with
this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
9.5.
Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,
the Company and the controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal
representatives, heirs and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns”
shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters.
9.6.
Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that
any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in
the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies)
all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates)
and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
9.7.
Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement,
and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other
parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and
sufficient delivery thereof.
9.8.
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be
deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof
or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
[Signature
Page Follows]
If
the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided
below for that purpose, whereupon this letter shall constitute a binding agreement between us.
| |
Very
truly yours, |
| |
|
| |
AMERICAN
REBEL HOLDINGS, INC. |
| |
|
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
| |
|
|
| Confirmed
as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule
1 hereto: |
|
|
EF
HUTTON,
division
of Benchmark Investments, LLC
[Signature
Page to Underwriting Agreement]
SCHEDULE
1
SCHEDULE
2-A
PRICING
INFORMATION
SCHEDULE
2-B
ISSUER
GENERAL USE FREE WRITING PROSPECTUSES
SCHEDULE
3
LIST
OF LOCK-UP PARTIES
Schedule
2.11
Registration
Rights of Third Parties
Schedule
2.14
Defaults
Schedule
2.27
RELATED
PARTY TRANSACTIONS
Schedule
2.39
Title
to Property
Schedule
2.40
Contracts
Affecting Capital
Schedule
2.47
Dividends
and Distributions
EXHIBIT
A
Form
of Representative’s Warrant Agreement
THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT
EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
THAN (I) EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR
(II) A BONA FIDE OFFICER OR PARTNER OF EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING].
VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
COMMON
STOCK PURCHASE WARRANT
For
the Purchase of [__] Shares of Common Stock
of
AMERICAN
REBEL HOLDINGS, INC.
1.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of EF Hutton, division of Benchmark
Investments, LLC (“Holder”), as registered owner of this Purchase Warrant, American Rebel Holdings, Inc., a Nevada
corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE
THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m.,
Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [__] shares of common stock of the Company, par
value $0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date
is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding
day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees
not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[__] per Share;
provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this
Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted
as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price,
depending on the context. The term “Effective Date” shall mean [ ], 2022, the date on which the Registration Statement
on Form S-1 (File No. 333-260646 ) of the Company was declared effective by the Securities and Exchange Commission.
2.
Exercise.
2.1
Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed
and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable
in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank
check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date,
this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.
2.2
Cashless Exercise. If at any time after the Commencement Date there is no effective registration statement registering, or no
current prospectus available for, the resale of the Shares by the Holder, then in lieu of exercising this Purchase Warrant by payment
of cash or check payable to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares
equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company,
together with the exercise form attached hereto, in which event the Company shall issue to Holder, Shares in accordance with the following
formula:
| Where, |
|
|
|
| |
X |
= |
The
number of Shares to be issued to Holder; |
| |
Y |
= |
The
number of Shares for which the Purchase Warrant is being exercised; |
| |
A |
= |
The
fair market value of one Share; and |
| |
B |
= |
The
Exercise Price. |
For
purposes of this Section 2.2, the fair market value of a Share is defined as follows:
| |
(i) |
if
the Company’s common stock is traded on a securities exchange, the value shall be deemed to be the closing price on such exchange
prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; or |
| |
(ii) |
if
the Company’s common stock is actively traded over-the-counter, the value shall be deemed to be the closing bid price prior
to the exercise form being submitted in connection with the exercise of the Purchase Warrant; if there is no active public market,
the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors. |
2.3
Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities
have been registered under the Securities Act of 1933, as amended (the “Securities Act”):
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”
3.
Transfer.
3.1
General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant or the securities issuable hereunder for a period of
one hundred eighty (180) days following the Effective Date to anyone other than: (i) EF Hutton, division of Benchmark Investments, LLC
(“EF Hutton”) or an underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or
partner of EF Hutton or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or
(b) for a period of one hundred eighty (180) days following the Effective Date, cause this Purchase Warrant or the securities issuable
hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic
disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2). On and after one hundred
eighty (180) days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable
securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto
duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith.
The Company shall within five (5) business days transfer this Purchase Warrant on the books of the Company and shall execute and deliver
a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the
aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.
3.2
Restrictions Imposed by the Securities Act. The securities evidenced by this Purchase Warrant shall not be transferred unless
and until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption
from registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable
satisfaction of the Company (the Company hereby agreeing that the opinion of Seward & Kissel LLP shall be deemed satisfactory evidence
of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating
to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission
(the “Commission”) and compliance with applicable state securities law has been established.
4.
Registration Rights.
4.1
Demand Registration.
4.1.1
Grant of Right. The Company, upon written demand (a “Demand Notice”) of the Holders of at least 51% of the
Purchase Warrants and/or the underlying Shares, agrees to register, on one (1) occasion, all or any portion of the Shares underlying
the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration
statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its
reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review
by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company
has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section
4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such
registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration
statement has been withdrawn or until thirty (30) days after such offering is consummated. The Company covenants and agrees to give written
notice of its receipt of any Demand Notice by any Holders to all other registered Holders of the Purchase Warrants and/or the Registrable
Securities within ten (10) days after the date of the receipt of any such Demand Notice.
4.1.2
Terms. The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section
4.1.1, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause
the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such states as are reasonably
requested by the Holders; provided, however, that in no event shall the Company be required to register the Registrable
Securities in a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in
such State or submit to general service of process in such State, or (ii) the principal stockholders of the Company to be obligated to
escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand
right granted under Section 4.1.1 to remain effective for a period of at least twelve (12) consecutive months after the date that the
Holders of the Registrable Securities covered by such registration statement are first given the opportunity to sell all of such securities.
The Holders shall only use the prospectuses provided by the Company to sell the shares covered by such registration statement, and will
immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer
be used due to a material misstatement or omission. Notwithstanding the provisions of this Section 4.1.2, the Holder shall be entitled
to a demand registration under this Section 4.1.2 on only one (1) occasion and such demand registration right shall terminate on the
fifth anniversary of the Effective Date in accordance with FINRA Rule 5110(g)(8)(C).
4.2
“Piggy-Back” Registration.
4.2.1
Grant of Right. In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right,
for a period of no more than seven (7) years from the Effective Date in accordance with FINRA Rule 5110(g)(8)(D), to include the Registrable
Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated
by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or Form S-4 or any equivalent form); provided, however,
that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s)
thereof shall, in its reasonable discretion, impose a limitation on the number of shares of common stock which may be included in the
Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary
to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion
of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit.
Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion
to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall
not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not
entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable
Securities.
4.2.2
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1
hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders
to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company
shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days’ written notice prior
to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration
statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the
Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10)
days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in
this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under this Section 4.2.2; provided,
however, that such registration rights shall terminate on the fifth anniversary of the Commencement Date.
4.3
General Terms.
4.3.1
Indemnification. The Company shall indemnify the Holders of the Registrable Securities to be sold pursuant to any registration
statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and
other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become
subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent
and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriters contained in Section
5.1 of the Underwriting Agreement between the Underwriters and the Company, dated as of [___________], 2022. The Holders of the Registrable
Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify
the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the
Securities Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors
or assigns, in writing, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions
contained in Section 5.2 of the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company.
4.3.2
Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holders to exercise
their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.
4.3.3
Documents Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to
each underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel
to the Company, dated the Effective Date of such registration statement (and, if such registration includes an underwritten public offering,
an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter
dated the Effective Date of such registration statement (and, if such registration includes an underwritten public offering, a letter
dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has
issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall
also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to
the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or the Auditor and
all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder
and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the
registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation
shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and
the Auditor, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.
4.3.4
Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected
by any Holders whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably
satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such
managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily
contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating
to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties
and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such
Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except
as they may relate to such Holders, their Shares and their intended methods of distribution.
4.3.5
Documents to be Delivered by Holders. Each of the Holders participating in any of the foregoing offerings shall furnish to the
Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security
holders.
4.3.6
Damages. Should the registration or the effectiveness thereof required by Sections 4.1 and 4.2 hereof be delayed by the Company
or the Company otherwise fails to comply with such provisions, the Holders shall, in addition to any other legal or other relief available
to the Holders, be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach
of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity
of posting bond or other security.
4.4
Termination of Registration Rights. The registration rights afforded to the Holders under this Section 4 shall terminate on the
earliest date when all Registrable Securities of such Holder either: (i) have been publicly sold by such Holder pursuant to a Registration
Statement, (ii) have been covered by an effective Registration Statement on Form S-1 or Form S-3 (or successor form), which may be kept
effective as an evergreen Registration Statement, or (iii) may be sold by the Holder within a 90 day period without registration pursuant
to Rule 144 or consistent with applicable SEC interpretive guidance (including CD&I no. 201.04 (April 2, 2007) or similar interpretive
guidance).
5.
New Purchase Warrants to be Issued.
5.1
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor
to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder
as to which this Purchase Warrant has not been exercised or assigned.
5.2
Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.
6.
Adjustments.
6.1
Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant
shall be subject to adjustment from time to time as hereinafter set forth:
6.1.1
Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day
thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the
Exercise Price shall be proportionately decreased.
6.1.2
Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the Effective Date
thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the
Exercise Price shall be proportionately increased.
6.1.3
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares
other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any
share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or
share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase
Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the
exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares
of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction
or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of
the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results
in a change in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this
Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions
or amalgamations, or consolidations, sales or other transfers.
6.1.4
Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this
Section 6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated
in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants
reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement
Date or the computation thereof.
6.2
Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the
Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation
shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding
or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise
of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation
or share reconstruction or amalgamation, by a holder of the number of Shares for which such Purchase Warrant might have been exercised
immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall
provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section
shall similarly apply to successive consolidations or share reconstructions or amalgamations.
6.3
Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares
upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it
being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may
be, to the nearest whole number of Shares or other securities, properties or rights.
7.
Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the
purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall
be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the
Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly
and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder. As long as the Purchase Warrants
shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase
Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin
Board or any successor trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.
8.
Certain Notice Requirements.
8.1
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or
consent or to receive notice as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as
a stockholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the
events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of
the stockholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to
vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing
of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice
given to the other stockholders of the Company at the same time and in the same manner that such notice is given to the stockholders.
8.2
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the
following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company; (ii) the Company shall offer to
all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for
shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (iii) a dissolution, liquidation or
winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or
substantially all of its property, assets and business shall be proposed.
8.3
Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant
to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe
the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s
Chief Financial Officer.
8.4
Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing
and shall be deemed to have been duly made when hand delivered or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following
address or to such other address as the Company may designate by notice to the Holders:
If
to the Holder:
EF
Hutton
590
Madison Avenue, 39th Floor
New
York, New York 10022
with
a copy (which shall not constitute notice) to:
Seward
& Kissel LLP
One
Battery Park Plaza
New
York, New York 10004
If
to the Company:
American
Rebel Holdings, Inc.
718
Thompson Lane Suite 108-199
Nashville,
Tennessee 37204
Attn:
Corporate Secretary
with
a copy (which shall not constitute notice) to:
Lucosky
Brookman LLP
101
Wood Avenue South
5th
Floor
Iselin,
NJ 08830
9.
Miscellaneous.
9.1
Amendments. The Company and EF Hutton may from time to time supplement or amend this Purchase Warrant without the approval of
any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company
and EF Hutton may deem necessary or desirable and that the Company and EF Hutton deem shall not adversely affect the interest of the
Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement
of the modification or amendment is sought.
9.2
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or
affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.
9.3
Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
9.4
Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company
and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions
herein contained.
9.5
Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby
agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought
and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company
may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to
it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall
be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or
proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable
law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.
9.6
Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any
provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No
waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set
forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver
of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.
9.7
Execution in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.
9.8
Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that,
at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and EF Hutton enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination
of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______,
2022.
AMERICAN
REBEL HOLDINGS, INC.
[Form
to be used to exercise Purchase Warrant]
Date:
__________, 20___
The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.001 per share
(the “Shares”), of [_________], a [_________] corporation (the “Company”), and hereby makes payment
of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this
Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing
the number of Shares for which this Purchase Warrant has not been exercised.
or
The
undersigned hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______
Shares, as determined in accordance with the following formula:
| |
X |
= |
Y(A-B) |
|
| A |
|
| Where, |
|
|
|
| |
X |
= |
The
number of Shares to be issued to Holder; |
| |
Y |
= |
The
number of Shares for which the Purchase Warrant is being exercised; |
| |
A |
= |
The
fair market value of one Share which is equal to $_____; and |
| |
B |
= |
The
Exercise Price which is equal to $______ per share |
| |
|
|
|
|
|
|
The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.
Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.
INSTRUCTIONS
FOR REGISTRATION OF SECURITIES
| Name: |
|
|
| |
(Print
in Block Letters) |
|
NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.
[Form
to be used to assign Purchase Warrant]
ASSIGNMENT
(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):
FOR
VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase shares of common stock, par value
$0.001 per share, of American Rebel Holdings, Inc., a Nevada corporation (the “Company”), evidenced by the Purchase
Warrant and does hereby authorize the Company to transfer such right on the books of the Company.
Dated:
__________, 20__
NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm
having membership on a registered national securities exchange.
EXHIBIT
B
Form
of Lock-Up Agreement
Lock-Up
Agreement
____________,
2022
EF
Hutton,
division
of Benchmark Investments, LLC
as
Representative of the Underwriters
590
Madison Avenue, 39th Floor
New
York, New York 10022
Ladies
and Gentlemen:
The
undersigned understands that EF Hutton, division of Benchmark Investments, LLC (the “Representative”) proposes to
enter into an Underwriting Agreement (the “Underwriting Agreement”) with American Rebel Holdings, Inc., a Nevada corporation
(the “Company”), providing for the public offering (the “Public Offering”) of shares of common
stock of the Company, par value $0.001 per share (the “Common Stock”), and warrants to purchase shares of Common Stock
(the “Warrants,” and collectively with the Common Stock, the “Securities”).
To
induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without
the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending
360 days (or 180 days in the case of the executive officers or directors of the Company) after the date of the final prospectus (the
“Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell,
contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Securities or any securities convertible
into or exercisable or exchangeable for the Securities, whether now owned or hereafter acquired by the undersigned or with respect to
which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”);
(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up
Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities;
or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge
or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned
may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating
to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing
under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other
public announcement shall be required or shall be voluntarily made during the Lock-Up Period in connection with subsequent sales of Lock-Up
Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy
or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member”
means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity
or educational institution; or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability
company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity
interests in, the undersigned, as the case may be; provided that in the case of any transfer pursuant to the foregoing clauses
(b), (c) or (d), (i) it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this
lock-up agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the
transferee/donee were a party hereto; (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including
without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and
the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition
prior to the expiration of the Lock-Up Period; and (iii) the undersigned notifies the Representative at least two (2) business days prior
to the proposed transfer or disposition.
In
addition, the foregoing restrictions shall not apply to (i) the exercise or vesting of stock options or other equity awards granted pursuant
to the Company’s equity incentive plans; provided that it shall apply to any of the undersigned’s Common Stock issued upon
such exercise, (ii) the conversion or exercise of convertible debt or warrants; provided that it shall apply to any of the undersigned’s
Common Stock issued upon such exercise, or (iii) the establishment of any new plan (a “Plan”) that satisfies all of
the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that no sales of the undersigned’s Securities shall
be made pursuant to such new Plan prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions
hereof), and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with
the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby,
by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the
undersigned, the Company or any other person, prior to the expiration of the Lock-Up Period (as such may have been extended pursuant
to the provisions hereof).
The
undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar
against the transfer of the undersigned’s securities subject to this this lock-up agreement except in compliance with this this
lock-up agreement.
If
the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally
applicable to any Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least
three (3) business days before the Effective Date of any release or waiver of the foregoing restrictions in connection with a transfer
of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed
in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two
(2) business days before the Effective Date of the release or waiver. Any release or waiver granted by the Representative hereunder to
any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions
of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration
and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for
the duration that such terms remain in effect at the time of such transfer.
The
undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation
of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the
undersigned’s heirs, legal representatives, successors and assigns.
The
undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the
provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to
be sold thereunder, the undersigned shall be released from all obligations under this lock-up agreement.
This
lock-up agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
| |
Very
truly yours, |
| |
|
| |
|
| |
(Name
- Please Print) |
| |
|
| |
|
| |
(Signature) |
| |
|
| |
|
| |
(Name
of Signatory, in the case of entities - Please Print) |
| |
|
| |
|
| |
(Title
of Signatory, in the case of entities - Please Print) |
| |
|
|
| |
Address: |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
EXHIBIT
C
Form
of Press Release
EXHIBIT
D
Subsidiary
EXHIBIT
E
Testing-The-Waters
Communications
