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”).
COMMON STOCK ------------ PURCHASE AGREEMENT ------------------Common Stock Purchase Agreement • October 15th, 2002 • Iwt Tesoro Corp • Blank checks • Florida
CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • July 20th, 2022 • Humbl, Inc. • 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 NOTEConvertible Promissory Note • June 14th, 2022 • Humbl, Inc. • 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 • 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 • April 27th, 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”).
ContractWarrant Agreement • August 26th, 2005 • Iwt Tesoro Corp • 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.
ContractWarrant Agreement • July 20th, 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.
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 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”).
ContractWarrant Agreement • May 9th, 2006 • Iwt Tesoro Corp • 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.
SELECTED DEALER'S AGREEMENT IWT TESORO CORPORATION (a Nevada Corporation) 250,000 Units SELECTED DEALER'S AGREEMENTSelected Dealer's Agreement • September 24th, 2003 • Iwt Tesoro Corp • Wholesale-durable goods • Florida
IWT TESORO CORPORATION, a Nevada corporation (the "Company"), invites Noble International Investments, Inc. as its exclusive Selected Dealer ("Selected Dealer") in a private offering of up to 250,000 Units (the "Units"). Each Unit consists of one share of the Company's Common Stock and a warrant to purchase one share at $7.00 per share (the "Offering"). 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. The terms and conditions of this invitation are as follows:
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 NOTEConvertible Promissory Note • May 24th, 2022 • Humbl, Inc. • 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 • July 20th, 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 18th, 2024 • Humbl, Inc. • Wholesale-durable goods • Delaware
ContractWarrant Agreement • April 27th, 2022 • Humbl, Inc. • 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 MERGERMerger Agreement • May 24th, 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.”
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 27th, 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 27th, 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 NOTEConvertible Promissory Note • June 14th, 2022 • Humbl, Inc. • 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 NOTEConvertible Promissory Note • December 27th, 2021 • Humbl, Inc. • Wholesale-durable goods • Delaware
FOR VALUE RECEIVED, HUMBL, Inc., a Delaware corporation (“Borrower”), promises to pay to the order of Joy Corbin, an individual, or her successors or assigns (“Lender”), $306,000.00 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 November 12, 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 27th, 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”).
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.”
ContractWarrant Agreement • February 14th, 2006 • Iwt Tesoro Corp • 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.
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • July 20th, 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).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 3rd, 2024 • Humbl, Inc. • Wholesale-durable goods • California
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into by and among BRIAN FOOTE, an individual (“Seller”), YBYRÁ CAPITAL S.A., a Brazilian company (“Ybyrá”), and HUMBL, INC., a Delaware corporation (the “Company”), and shall be effective as of December 2, 2024 (the “Effective Date”).
