0001493152-22-016613 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 14th, 2022 • Humbl, Inc. • Wholesale-durable goods • Texas

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”).

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EMPLOYMENT AGREEMENT
Employment Agreement • June 14th, 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 Karen Garcia, an individual (“Employee”), effective as of July 13, 2021 (the “Effective Date”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 14th, 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”).

Securities Purchase Agreement
Securities Purchase Agreement • June 14th, 2022 • 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”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 14th, 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, 2022
Asset Purchase Agreement • June 14th, 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.”

DEVELOPMENT SERVICES AGREEMENT
Development Services Agreement • June 14th, 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.”

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
Convertible 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).

Contract
Humbl, Inc. • June 14th, 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.

Securities Purchase Agreement
Securities Purchase Agreement • June 14th, 2022 • Humbl, Inc. • Wholesale-durable goods • Delaware

This Securities Purchase Agreement (this “Agreement”), dated as of March 15, 2021, is entered into by and between HUMBL, Inc., a Delaware corporation, its successors and/or assigns (“Company”), and HUMBL CL SpA., a Chilean corporation, its successors and/or assigns (“Investor”).

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