CONVERTIBLE PROMISSORY NOTEHumbl, Inc. • November 29th, 2021 • Wholesale-durable goods • Delaware
FOR VALUE RECEIVED, HUMBL, Inc., a Delaware corporation (“Borrower”), promises to pay to the order of Murtaugh Group LLC, a Delaware limited liability company, or its successors or assigns (“Lender”), $382,500.00 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 June 21, 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. • November 29th, 2021 • 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.
EMPLOYMENT AGREEMENTEmployment Agreement • November 29th, 2021 • 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 Karen Garcia, an individual (“Employee”), effective as of July 13, 2021 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 29th, 2021 • 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 • November 29th, 2021 • 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.
CONVERTIBLE PROMISSORY NOTEHumbl, Inc. • November 29th, 2021 • Wholesale-durable goods • Delaware
FOR VALUE RECEIVED, HUMBL, Inc., a Delaware corporation (“Borrower”), promises to pay to the order of Phantom Power, LLC, a California limited liability company, or its successors or assigns (“Lender”), $6,525,000.00 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.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 29th, 2021 • 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.”
STOCK PLEDGE AGREEMENTStock Pledge Agreement • November 29th, 2021 • 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”).
CONVERTIBLE PROMISSORY NOTEHumbl, Inc. • November 29th, 2021 • 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.
DEVELOPMENT SERVICES AGREEMENTDevelopment Services Agreement • November 29th, 2021 • 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.”
ContractHumbl, Inc. • November 29th, 2021 • 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.
PLAN OF MERGER AND SECURITIES EXCHANGE BY AND BETWEEN TESORO ENTERPRISES, INC. A DELAWARE CORPORATION AND HUMBL LLC A DELAWARE LIMITED LIABILITY COMPANY Dated as of December 2, 2020Plan of Merger • November 29th, 2021 • Humbl, Inc. • Wholesale-durable goods • Delaware
THIS PLAN OF MERGER AND SECURITIES EXCHANGE (this “Agreement”) is made and entered into as of December 2, 2020, by and between Tesoro Enterprises, Inc., a Delaware corporation (the “C Corp”), and HUMBL LLC, a Delaware limited liability company (the “LLC”).
