Common use of Issuance of the Conversion Shares Clause in Contracts

Issuance of the Conversion Shares. Concurrent with the Conversion, AREB shall issue the Conversion Shares and Prefunded Warrants to Agile (the “Issuance”). In order to affect the Issuance, the Parties further agree as follows: (a) The Conversion Shares shall be issued in restricted form in book entry format under the Securities Act of 1933, as amended, with AREB’s transfer agent. AREB agrees to file a resale registration statement (the “Registration Statement”) covering A▇▇▇▇’s resale of all of the Conversion Shares and 689,952 shares of AREB Common Stock underlying the Prefunded Warrants within fifteen (15) business days of the date of this Agreement (the “Deadline”). If the Registration Statement is not filed by the Deadline, the total number of Prefunded Warrants issuable hereunder shall automatically increase by an additional 391,133 Prefunded Warrants to effectively increase the balance payable under the Loan Agreement by thirty-five percent (35%). AREB shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC (as defined in this Agreement) as soon as possible after AREB’s initial filing of the Registration Statement. (b) The Prefunded Warrants shall be issued to Agile, in substantially similar form as set forth in Exhibit A hereto. (c) AREB shall pay all costs charged by AREB’s transfer agent in order to affect the Conversion and the Issuance. (d) The Conversion and the Issuance is intended to be in full compliance with, and otherwise satisfy, the requirements of Section 3(a)(9) of the Securities Act. (e) The Prefunded Warrants contain a provision limiting Agile’s beneficial ownership percentage in AREB. The Parties agree that such provision is a material part of this Agreement and shall not be breached by AREB. In no event shall Agile be deemed to beneficially own more than 4.99% of the outstanding shares of Common Stock of AREB. (f) Notwithstanding anything to the contrary contained in this Agreement or the Prefunded Warrants the parties hereto agree that the total cumulative number of shares of Common Stock issued pursuant to this Agreement, upon the exercise of the Prefunded Warrant may not exceed the requirements established in Nasdaq Listing Rule 5635(a) (the “Approval”), except such limitation shall not apply following compliance by AREB with the requirements of the Approval, if required. If necessary, AREB covenants and agrees to obtain the Approval, within 60 days of the determination date that the Approval is required, of the shares of Common Stock to be issued under this Agreement.

Issuance of the Conversion Shares. Concurrent with the Conversion, AREB shall issue the Conversion Shares and Prefunded Warrants Warrant to Agile B▇▇▇▇ (the “Issuance”). In order to affect the Issuance, the Parties further agree as follows: (a) The Conversion Shares shall be issued in restricted form in book entry format as free-trading securities under the Securities Act of 1933, as amended, with AREB’s transfer agent. AREB agrees , provided that the Issuance of the Conversion Shares as free-trading shares is expressly conditioned on an attorney opinion letter for free-trading status being provided by counsel to file a resale registration statement (the “Registration Statement”) covering AB▇▇▇▇’s resale of all of the Conversion Shares , and 689,952 shares of that said letter is reasonably acceptable to both AREB Common Stock underlying the Prefunded Warrants within fifteen (15) business days of the date of this Agreement (the “Deadline”). If the Registration Statement is not filed by the Deadline, the total number of Prefunded Warrants issuable hereunder shall automatically increase by an additional 391,133 Prefunded Warrants to effectively increase the balance payable under the Loan Agreement by thirty-five percent (35%). AREB shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC (as defined in this Agreement) as soon as possible after and AREB’s initial filing of the Registration Statementtransfer agent. (b) The Prefunded Warrants Warrant shall be issued to AgileB▇▇▇▇, in substantially similar form as set forth in Exhibit A attached hereto. (c) AREB shall pay all costs charged by AREB’s transfer agent in order to affect the Conversion and the Issuance. (d) The Conversion and the Issuance is intended to be in full compliance with, and otherwise satisfy, the requirements of Section 3(a)(9) of the Securities Act. (e) The Prefunded Warrants contain Warrant contains a provision limiting Agile’s B▇▇▇▇’▇ beneficial ownership percentage in AREB. The Parties agree that such provision is a material part of this Agreement and shall not be breached by AREB. In no event shall Agile B▇▇▇▇ be deemed to beneficially own more than 4.999.99% of the outstanding shares of Common Stock of AREB. (f) Notwithstanding anything to the contrary contained in this Agreement or the Prefunded Warrants Warrant, the parties hereto agree that the total cumulative number of shares of Common Stock issued pursuant to this Agreement, Agreement and upon the exercise of the Prefunded Warrant may not exceed the requirements established in Nasdaq Listing Rule 5635(a) (the “Approval”), except such limitation shall not apply following compliance by AREB with the requirements of the Approval, if required. If necessary, AREB covenants and agrees to obtain the Approval, within 60 days of the determination date that the Approval is requiredhereof, of the shares of Common Stock to be issued under this AgreementAgreement and upon the exercise of the Prefunded Warrant. If AREB is unable to obtain the Approval, any shares of Common Stock that remain unissued under this Agreement or unexercised under the Prefunded Warrant shall be immediately be purchased from AREB in cash at the purchase price.