REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2022 • Humbl, Inc. • Wholesale-durable goods
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of April 14, 2021 (the “Execution Date”) is entered into by and between HUMBL, Inc., a Delaware corporation (the “Company”), and Brighton Capital Partners, LLC, a Delaware limited liability company (the “Investor”).
EQUITY FINANCING AGREEMENTEquity Financing Agreement • April 27th, 2022 • Humbl, Inc. • Wholesale-durable goods • Texas
This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of April 14, 2021 (the “Execution Date”), is entered into by and between HUMBL, Inc., a Delaware corporation (the “Company”), and Brighton Capital Partners, LLC, a Texas limited liability company (the “Investor”).
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 Maize and Gray, LLC, a Michigan limited liability company, or its successors or assigns (“Lender”), $420,750.00 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 13, 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 • 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.”
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.”
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.
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.”
