Humbl, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration 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 AGREEMENT
Equity 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, 2006
Securities 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, 2006
Security 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”).

Contract
Iwt 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.

Contract
Iwt 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 NOTE
Humbl, Inc. • April 11th, 2022 • Wholesale-durable goods • Delaware

FOR VALUE RECEIVED, HUMBL, Inc., a Delaware corporation (“Borrower”), promises to pay to the order of Infinity Block Investments, 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 NOTE
Humbl, Inc. • April 11th, 2022 • Wholesale-durable goods • Delaware

FOR VALUE RECEIVED, Tesoro Enterprises, Inc., a Delaware corporation (“Borrower”), promises to pay to the order of Kevin Levine, an individual, or his successors or assigns (“Lender”), $112,500.00 and any interest accrued hereunder on December 23, 2022 (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 December 23, 2020 (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 AGREEMENT
Employment 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 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”).

Contract
Bifurcation 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.

SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and IWT TESORO CORPORATION Dated: May 3, 2006
Securities 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 AGREEMENT
Investor 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 NOTE
Humbl, Inc. • May 24th, 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 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”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • April 18th, 2024 • Humbl, Inc. • Wholesale-durable goods • Delaware
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.”

SECURITIES EXCHANGE AGREEMENT
Securities 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 AGREEMENT
Stock Pledge Agreement • May 24th, 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”).

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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan 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 Agreement
Securities 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, 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.”

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • February 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 NOTE
Humbl, 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.

CONVERTIBLE PROMISSORY NOTE
Humbl, Inc. • April 11th, 2022 • 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 AGREEMENT
Employment 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 Kevin Childress, 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 AGREEMENT
Dealer'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 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.”

Contract
Iwt 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 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).

TECHNOLOGY SERVICES AGREEMENT
Technology 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 RELEASE
Settlement 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.

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