REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2023 • Humbl, Inc. • Wholesale-durable goods
This Registration Rights AGREEMENT (the “Agreement”), dated as of May 10, 2023 (the “Execution Date”), is entered into by and between HUMBL, Inc., a Delaware corporation (the “Company”), and Pacific Lion LLC, a Florida limited liability company (the “Investor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2006 • Iwt Tesoro Corp • Wholesale-durable goods • New York
This Agreement is made pursuant to (i) the Securities Purchase Agreement, dated as of February 10, 2006, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “February Securities Purchase Agreement”) and pursuant to the Interest Shares and the Note and Warrants referred to therein; (ii) the Security Agreement, dated as of August 24, 2005, as amended and restated as of July 21, 2006, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Restated August Security Agreement”), and pursuant to the Note and the Warrants referred to therein; and (ii) the Securities Purchase Agreement, dated as of May 3, 2006, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “May Securities Purchase Agreement”), and pursuant to the Warrants referred to therein .The Company and the Purchaser hereby agree as follows:
EQUITY FINANCING AGREEMENTEquity Financing Agreement • May 15th, 2023 • Humbl, Inc. • Wholesale-durable goods
This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of May 10, 2023 (the “Execution Date”), is entered into by and between HUMBL, Inc., a Delaware corporation (the “Company”), and Pacific Lion LLC, a Florida limited liability company (the “Investor”).
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and IWT TESORO CORPORATION Dated: February 10, 2006Securities Purchase Agreement • February 14th, 2006 • Iwt Tesoro Corp • Wholesale-durable goods • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 102006, by and between IWT TESORO CORPORATION, a (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
AMENDED AND RESTATED SECURITY AGREEMENT LAURUS MASTER FUND, LTD. IWT TESORO CORPORATION and INTERNATIONAL WHOLESALE TILE INC. Dated: July 21, 2006Security Agreement • August 21st, 2006 • Iwt Tesoro Corp • Wholesale-durable goods • New York
This Amended and Restated Security Agreement is made as of July 21, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), IWT TESORO CORPORATION, a Nevada corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
ContractIwt Tesoro Corp • May 9th, 2006 • Wholesale-durable goods • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IWT TESORO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractIwt Tesoro Corp • August 26th, 2005 • Wholesale-durable goods • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IWT TESORO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE PROMISSORY NOTEHumbl, Inc. • July 20th, 2022 • Wholesale-durable goods • Delaware
FOR VALUE RECEIVED, HUMBL, Inc., a Delaware corporation (“Borrower”), promises to pay to the order of KWP 50, LLC, an Arizona limited liability company, or its successors or assigns (“Lender”), $497,250.00 and any interest accrued hereunder on the date that is twenty-two (22) months from the Effective Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the outstanding balance at the rate of eight percent (8%) per annum from the Effective Date until the same is paid in full. This Convertible Promissory Note (this “Note”) is issued and made effective as of May 19, 2021 (the “Effective Date”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
CONVERTIBLE PROMISSORY NOTEHumbl, Inc. • July 20th, 2022 • Wholesale-durable goods • Delaware
FOR VALUE RECEIVED, HUMBL, Inc., a Delaware corporation (“Borrower”), promises to pay to the order of Archura Capital Pty Ltd, an Australian private limited company, or its successors or assigns (“Lender”), $1,020,000.00 and any interest accrued hereunder on the date that is twenty-two (22) months from the Effective Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the outstanding balance at the rate of eight percent (8%) per annum from the Effective Date until the same is paid in full. This Convertible Promissory Note (this “Note”) is issued and made effective as of May 17, 2021 (the “Effective Date”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
COMMON STOCK ------------ PURCHASE AGREEMENT ------------------Common Stock Purchase Agreement • October 15th, 2002 • Iwt Tesoro Corp • Blank checks • Florida
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2023 • Humbl, Inc. • Wholesale-durable goods • California
This Employment Agreement (this “Agreement”) is entered into by and between HUMBL, Inc., a Delaware corporation (the “Company”), and Jeffrey Hinshaw, an individual (“Employee”), effective as of July 13, 2021 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2022 • Humbl, Inc. • Wholesale-durable goods • California
This Employment Agreement (this “Agreement”) is entered into by and between HUMBL, Inc., a Delaware corporation (the “Company”), and Javier Gonzalez, an individual (“Employee”), effective as of June 3, 2021 (the “Effective Date”).
ContractBifurcation Agreement • May 24th, 2022 • Humbl, Inc. • Wholesale-durable goods • Delaware
THIS WARRANT (AS DEFINED BELOW) IS ISSUED IN CONNECTION WITH THE BIFURCATION OF THAT CERTAIN WARRANT TO PURCHASE SHARES OF COMMON STOCK HAVING AN ORIGINAL ISSUE DATE OF MAY 13, 2021. FOR PURPOSES OF RULE 144, THIS WARRANT SHALL BE DEEMED TO HAVE BEEN ISSUED ON MAY 13, 2021.
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and IWT TESORO CORPORATION Dated: May 3, 2006Securities Purchase Agreement • May 9th, 2006 • Iwt Tesoro Corp • Wholesale-durable goods • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 3, 2006, by and between IWT TESORO CORPORATION, a Nevada corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 25th, 2023 • Humbl, Inc. • Wholesale-durable goods • California
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 23, 2023, by and between HUMBL, Inc., a Delaware corporation (the “Company”), and Sartorii, LLC, a Delaware limited liability company (the “Investor”) (individually a “Party” and collectively the “Parties”).
CONVERTIBLE PROMISSORY NOTEHumbl, Inc. • June 14th, 2022 • Wholesale-durable goods • Delaware
FOR VALUE RECEIVED, HUMBL, Inc., a Delaware corporation (“Borrower”), promises to pay to the order of Kevin Childress, or his assigns (“Lender”), $975,000.00 and any interest accrued hereunder on the date that is eighteen (18) months from the Effective Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the outstanding balance at the rate of five percent (5%) per annum from the Effective Date until the same is paid in full. This Convertible Promissory Note (this “Note”) is issued and made effective as of June 30, 2021 (the “Effective Date”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
Securities Purchase AgreementSecurities Purchase Agreement • December 27th, 2021 • Humbl, Inc. • Wholesale-durable goods • Texas
This Securities Purchase Agreement (this “Agreement”), dated as of April 14, 2021, is entered into by and between HUMBL, Inc., a Delaware corporation (“Company”), and Brighton Capital Partners, LLC, a Texas limited liability company, its successors and/or assigns (“Investor”).
ContractHumbl, Inc. • May 24th, 2022 • Wholesale-durable goods • Delaware
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 27th, 2022 • Humbl, Inc. • Wholesale-durable goods • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into effective as of June 3, 2021, by and among (i) HUMBL, Inc., a Delaware corporation (the “Buyer”), (ii) Tickeri I Acquisition Corp., a Delaware corporation and a wholly-owned, direct subsidiary of Buyer (“First Merger Sub”), (iii) Tickeri II Acquisition Corp., a Delaware corporation and a wholly-owned, direct subsidiary of Buyer (“Second Merger Sub”, and with First Merger Sub, each a “Merger Sub”, and together, the “Merger Subs”), (iv) Tickeri, Inc., a Delaware corporation (the “Company”), (v) Javier Gonzalez, an individual (“Javier”), and (vi) Juan Gonzalez, an individual (“Juan,” and together with Javier, the “Sellers”). Each of the Buyer, the Merger Subs, the Company and the Sellers are referred to herein individually as a “Party” and collectively as the “Parties.”
Exhibit 10.7 TERMINATION OF SHAREHOLDER AGREEMENT THIS TERMINATION OF SHAREHOLDER AGREEMENT is entered into on January 15, 2003 but is effective as of December 29, 2001 by and between Peter Goss, 1800 North Hill Avenue, Willow Grove, PA, 19090...Termination of Shareholder Agreement • February 4th, 2003 • Iwt Tesoro Corp • Wholesale-durable goods • Nevada
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • August 16th, 2022 • Humbl, Inc. • Wholesale-durable goods • Nevada
This Securities Exchange Agreement (this “Agreement”), dated as of August 11, 2022, is entered into among Agora Digital Holdings, Inc., a Nevada corporation (the “Company”), Ecoark Holdings, Inc., a Nevada corporation (“Seller”), the other shareholders of the Company set forth on the signature page hereto (the “Agora Shareholders,” and together with Seller, the “Seller Parties”), and HUMBL, Inc., a Delaware corporation (“Buyer”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 11th, 2022 • Humbl, Inc. • Wholesale-durable goods • Delaware
This Stock Pledge Agreement (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”) is entered into as of June 3, 2021, by and among HUMBL, Inc., a Delaware corporation (“Pledgor”), and Javier Gonzalez, an individual, and Juan Gonzalez, an individual (each, a “Secured Party”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 21st, 2005 • Iwt Tesoro Corp • Wholesale-durable goods • Connecticut
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made as of the 31st day of December, 2004 (“Effective Date”) by and between FLEET CAPITAL CORPORATION (“Lender”), a Rhode Island corporation with an office at 200 Glastonbury Boulevard, Glastonbury, Connecticut 06033; IWT TESORO CORPORATION, a Nevada corporation with its chief executive office and principal place of business at Suite 10, 191 Post Road West, Westport, Connecticut 06880; and INTERNATIONAL WHOLESALE TILE, INC., a Florida corporation with its chief executive office and principal place of business at 3500 S.W. 42nd Avenue, Palm City, Florida 34990 (collectively the “Borrower”), Capitalized terms used in this Agreement have the meanings assigned to them in Appendix A, General Definitions. Accounting terms not otherwise specifically defined herein shall be construed in accordance with GAAP consistently applied.
Securities Purchase AgreementSecurities Purchase Agreement • May 22nd, 2023 • Humbl, Inc. • Wholesale-durable goods • California
This Securities Purchase Agreement (this “Agreement”), dated as of May [__], 2023, is entered into by and between HUMBL, Inc., a Delaware corporation, its successors and/or assigns (“Company”), and [_______] a [______] limited liability company, its successors and/or assigns (“Investor”).
ASSET PURCHASE AGREEMENT AMONG BIZSECURE, INC. (as Seller) and HUMBL, INC. (as Buyer) and ALFONSO ARANA and ALFONSO RODRIGUEZ-ARANA and CLEMENT DANISH (as Stockholders of Seller) Dated February 12, 2022Asset Purchase Agreement • April 27th, 2022 • Humbl, Inc. • Wholesale-durable goods • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of February 12, 2022 (the “Effective Date”), by and among BizSecure, Inc., a Delaware corporation (“Seller”); Alfonso Arana, an individual (“Arana Sr.”); Alfonso Rodriguez-Arana, an individual (“Arana Jr.”); Clement Danish, an individual (“Danish”, and together with Arana Sr. and Arana Jr., the “Stockholders”); and HUMBL, Inc., a Delaware corporation (“Buyer”). Seller, Stockholders and Buyer are sometimes referred to collectively herein as the “Parties,” and individually as a “Party.”
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 11th, 2022 • Humbl, Inc. • Wholesale-durable goods • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of June 30, 2021 (the “Effective Date”), by and among HUMBL, Inc., a Delaware corporation (the “Buyer”), on one hand, and Phantom Power, LLC, a California limited liability company (“Phantom Power”), and Kevin Childress, an individual (“Kevin,” and together with Phantom Power, the “Sellers”), on the other hand. Each of the Buyer and the Sellers are referred to herein individually as a “Party” and collectively as the “Parties.”
CONVERTIBLE PROMISSORY NOTEHumbl, Inc. • July 20th, 2022 • Wholesale-durable goods • Delaware
FOR VALUE RECEIVED, HUMBL, Inc., a Delaware corporation (“Borrower”), promises to pay to the order of North Falls Investments, L.P., a Utah limited partnership, or its successors or assigns (“Lender”), $153,000.00 and any interest accrued hereunder on the date that is twenty-two (22) months from the Effective Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the outstanding balance at the rate of eight percent (8%) per annum from the Effective Date until the same is paid in full. This Convertible Promissory Note (this “Note”) is issued and made effective as of May 19, 2021 (the “Effective Date”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
CONVERTIBLE PROMISSORY NOTEHumbl, Inc. • April 27th, 2022 • Wholesale-durable goods • Delaware
FOR VALUE RECEIVED, HUMBL, Inc., a Delaware corporation (“Borrower”), promises to pay to the order of Hahanakai, LLC, a Hawaii limited liability company, or its successors or assigns (“Lender”), $153,000.00 and any interest accrued hereunder on the date that is twenty-two (22) months from the Effective Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the outstanding balance at the rate of eight percent (8%) per annum from the Effective Date until the same is paid in full. This Convertible Promissory Note (this “Note”) is issued and made effective as of August 30, 2021 (the “Effective Date”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2022 • Humbl, Inc. • Wholesale-durable goods • California
This Employment Agreement (this “Agreement”) is entered into by and between Monster Creative, LLC, a California limited liability company (the “Company”), and Doug Brandt, an individual (“Employee”), effective as of July 1, 2021 (the “Effective Date”).
FORM OF SELECTED DEALER'S AGREEMENT IWT TESORO CORPORATION (a Nevada Corporation) 250,000 Units SELECTED DEALER'S AGREEMENTDealer's Agreement • June 4th, 2003 • Iwt Tesoro Corp • Wholesale-durable goods
IWT TESORO CORPORATION, a Nevada corporation (the "Company"), invites your participation as a Selected Dealer ("Selected Dealer") in an offering of up to 250,000 Units (the "Units"). Each Unit consists of one share of Company Common Stock and a warrant to purchase one share at $7.00 per share. The Company is offering the Units pursuant to a registration statement (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act") with the Securities and Exchange Commission. This invitation is made by the Company only if the Units may be lawfully offered by dealers in your state. The terms and conditions of this invitation are as follows:
DEVELOPMENT SERVICES AGREEMENTDevelopment Services Agreement • April 27th, 2022 • Humbl, Inc. • Wholesale-durable goods • Delaware
This Development Services Agreement (this “Agreement”) is entered into as of July 29, 2021 (the “Effective Date”), by and between HUMBL, Inc., a Delaware corporation (“HUMBL”), and Red Rock Development Group, LLC, an Arizona limited liability company (“Red Rock”). The parties hereto may be referred to hereinafter individually as a “Party” and collectively as the “Parties.”
ContractIwt Tesoro Corp • August 26th, 2005 • Wholesale-durable goods • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IWT TESORO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • June 14th, 2022 • Humbl, Inc. • Wholesale-durable goods
This Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of June 10, 2022, by and between Brighton Capital Partners, LLC, a Texas limited liability company (“Lender”), and HUMBL, Inc., a Delaware corporation (“Borrower”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Note (as defined below).
TECHNOLOGY SERVICES AGREEMENTTechnology Services Agreement • July 20th, 2023 • Humbl, Inc. • Wholesale-durable goods • Delaware
THIS TECHNOLOGY SERVICES AGREEMENT (this “Agreement”) is entered into on July 15, 2023 (the “Effective Date”), by and between HUMBL, Inc., a Delaware corporation (“HUMBL”), and Arena Football League Management, LLC, a Minnesota limited liability company (“AFL”). HUMBL and AFL may be referred to individually as a “Party” and collectively as the “Parties.”
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • July 20th, 2023 • Humbl, Inc. • Wholesale-durable goods • Delaware
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Agreement”), effective upon execution and dated as of July 14, 2023 (the “Execution Date”), is entered into by and among HUMBL, INC., a Delaware corporation (“Company”), BIZSECURE INC., a Delaware corporation(“Seller”), Alfonso Arana, an individual (“A. Arana”), Alfonso Rodriguez-Arana, an individual (“A.R. Arana”), and Clement Danish (“Danish”). A. Arana, A.R. Arana and Danish are collectively referred to as the “Stockholders”). Each of Seller, Company, and the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” This Agreement shall be binding upon and inure to the benefit of each Party and their respective successors and assigns.
