Exhibit 10.1


 


ASSET PURCHASE AGREEMENT


 


AMONG


 


BRIAN MELTZER AND ROBIN BURNS


 


(as Sellers)


 


and


 


HUMBL, INC.


 


(as Buyer)


 


Dated November 2, 2022


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	Page
	Article
    I Purchase and Sale of Assets	1
	1.1
    Purchase and Sale of Acquired Assets	1
	1.2
    Assets Being Retained by Sellers	1
	1.3
    Assumption of Liabilities	1
	Article
    II Consideration Payable by Buyer	2
	2.1
    Purchase Price	2
	2.2
    Payment of Purchase Price	2
	2.3
    Registration	2
	2.4
    Allocation of Purchase Price	2
	Article
    III The Closing	2
	3.1
    Closing	3
	3.2
    Sellers’ Obligations at Closing	3
	3.3
    Buyer’s Obligations at Closing	3
	3.4
    Employment Matters	3
	3.5
    Repurchase Right..	3
	Article
    IV Covenants and Obligations of the Parties	4
	4.1
    Covenants of Sellers.	4
	4.2
    Covenants of Parties Regarding Brokers; Legal Expenses	5
	Article
    V Representations and Warranties	5
	5.1
    Representations and Warranties of Sellers	5
	5.2
    Representations and Warranties of Buyer	9
	Article
    VI Indemnification	9
	6.1
    Indemnification	9
	6.2
    Indemnification Procedures	10
	6.3
    Cooperation of the Parties	10
	6.4
    Termination of Indemnification Obligations	10
	Article
    VII Miscellaneous Provisions	11
	7.1
    Governing Law, Jurisdiction and Venue	11
	7.2
    Assignment; Binding Upon Successors and Assigns	11
	7.3
    Severability	11
	7.4
    Counterparts	11
	7.5
    Amendment and Waivers	11
	7.6
    Attorneys’ Fees	11
	7.7
    Notices	11
	7.8
    Construction of Agreement	12
	7.9
    Further Assurances	12
	7.10
    Expenses	12
	7.11
    Entire Agreement	12


 




    	i



    	 



    

 


List of Exhibits


 


	Exhibit A	List of Acquired Assets
	Exhibit B	List of Excluded Assets
	Exhibit C	Form of Bill of Sale


 




    	ii



    	 



    

 


ASSET PURCHASE AGREEMENT


 


THIS ASSET PURCHASE AGREEMENT
(this “Agreement”) is made and entered into effective as of November 2, 2022 (the “Effective Date”),
by and among Brian Meltzer, an individual (“Meltzer”); Robin Burns, an individual (“Burns” and together
with Meltzer, “Sellers”); and HUMBL, Inc., a Delaware corporation (“Buyer”). Sellers and Buyer are
sometimes referred to collectively herein as the “Parties,” and individually as a “Party.”


 


A. Sellers operate a sports merchandise
and memorabilia business under the name BM Authentics (the “Business”).


 


B. On the terms and subject to
the conditions set forth in this Agreement, Buyer desires to acquire from Sellers, and Sellers are willing to sell to Buyer, substantially
all of the assets utilized in and required for the operation of the Business.


 


C. As an incentive and inducement
to Buyer to acquire the assets of the Business, and as a condition thereto, Sellers are willing to make various covenants and agreements
with Buyer, as set forth below.


 


D. The Parties desire to enter
into this Agreement in order to set forth and establish their rights and obligations with respect to the transactions contemplated hereby.


 


NOW, THEREFORE, intending to be
legally bound, and in consideration of the above-recited premises and the mutual promises, covenants and conditions contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree
as follows:


 


Article I


Purchase and Sale of Assets


 


1.1 Purchase and Sale of Acquired
Assets. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), Sellers shall sell, convey, transfer,
assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Sellers, all of the assets used in, required for and relating
to, the operation of the Business, including, without limitation, those items referenced in Exhibit A attached hereto, but
excluding those items referenced in Section 1.2 below (the “Acquired Assets”).


 


1.2 Assets Being Retained by
Sellers. Notwithstanding any provision to the contrary contained in this Agreement, the Acquired Assets will not include, and Sellers
will retain all rights and interests in, and all obligations with respect to, those items referenced in Exhibit B attached
hereto (the “Excluded Assets”).


 


1.3 Assumption of Liabilities.
Buyer will not assume any of the obligations, liabilities or indebtedness of Sellers or the Business of any nature whatsoever, whether
or not reflected on any financial statements or records of Sellers or the Business, except as otherwise specifically provided herein.
Any product liability, quality or other claims relating to products of the Business, if any, sold prior to the Closing or services of
the Business performed prior to the Closing shall be the responsibility of Sellers, and Sellers jointly and severally agree to indemnify
and hold harmless Buyer with respect to any such claims.


 




    	1



    	 



    

 


Article II


Consideration Payable by Buyer


 


2.1 Purchase Price. The
consideration payable by Buyer for the Acquired Assets and for the other covenants and agreements of Sellers hereunder (the “Purchase
Price”) will be the sum of $1,685,000.00, payable in the manner set forth in Section 2.2 below.


 


2.2 Payment of Purchase Price.
Buyer will pay the Purchase Price by delivery to Sellers of 90,000,000 shares of common stock of Buyer, par value $0.00001 (the “Shares”).
Buyer will issue 15,000,000 of the Shares to the Sellers within thirty (30) days of the Closing Date (as defined below) (the “Initial
Shares”) and the remaining 75,000,000 of the Shares will be issued to the Sellers within five (5) days of the completion of
a reverse split of Buyer’s common stock (the “Subsequent Shares”). For the avoidance of doubt, the number of
Shares issuable hereunder are based on pre-split numbers and will adjusted pursuant to any reverse split of the common stock and will
be fully earned as of the Closing Date. The Sellers agree to provide the allocation of how the Shares will be split between them within
twenty-one (21) days Closing Date. In addition to the Shares, at or before Closing Buyer will pay $110,000.00 to Burns.


 


2.3 Registration. Buyer
agrees to include the Initial Shares on a Form S-1 registration statement filed within forty-five (45) days of the Closing Date.


 


2.4 Allocation of Purchase
Price. Buyer and Sellers agree to allocate the Purchase Price among the various Acquired Assets within six (6) months of the Closing
Date after taking into account the applicable Treasury Regulations and the fair market value of such items. Buyer shall prepare for filing
all of the tax returns, information returns and statements (“Returns”) that may be required with respect to the transaction
provided for herein pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), any Treasury
Regulations promulgated thereunder, any other similar provision of the Code and any other similar, applicable foreign, state or local
tax law or regulation. Sellers shall provide information that may be required by Buyer for the purpose of preparing such Returns, execute
and file such Returns as requested by Buyer and file all other returns and tax information on a basis that is consistent with such Returns
prepared by Buyer.


 


Article III


The Closing


 


3.1 Closing. Subject to
the provisions hereof, the purchase and sale of the Acquired Assets and the other transactions contemplated by this Agreement will be
consummated on the date hereof (the “Closing”) contemporaneously with the Parties’ execution of this Agreement.
The date on which the Closing actually occurs is hereinafter called the “Closing Date.”


 






    	2



    	 



    

 


3.2 Sellers’ Obligations
at Closing. At the Closing, Sellers will take the actions and deliver the documents and instruments referenced below:


 


3.2.1 Bill of Sale. Sellers
will deliver to Buyer an executed Assignment and Bill of Sale in the form attached hereto as Exhibit C (the “Bill
of Sale”), conveying to Buyer good, legal and marketable title in and to the Acquired Assets, and all rights, title and interests
of Sellers with respect thereto, free and clear of all liens, claims, charges and encumbrances.


 


3.2.2 Possession of Acquired
Assets. Simultaneously with delivery of the Bill of Sale, Sellers will take such steps as may be necessary to put Buyer in possession
and operating control of the Acquired Assets and the Business, including delivering all title certificates, keys, and other documents
as may be reasonably necessary or required by Buyer to put Buyer in possession of the Acquired Assets.


 


3.2.3 Other Items. Sellers
will execute and deliver to Buyer all other documents and instruments required or contemplated by this Agreement, or reasonably requested
by Buyer, to enable Buyer to fully utilize the Acquired Assets and carry on the Business, including such documents as may be required
to assign and transfer to Buyer all rights to all names utilized in the Business, or to vest in Buyer all rights and interests in and
to the Acquired Assets, free and clear of all liens, claims, charges and encumbrances. All of such documents and instruments shall be
in a form reasonably approved by Buyer and its legal counsel. Sellers will also deliver to Buyer at or prior to the Closing any information
required for Buyer to complete any tax reporting documents relating to the transactions contemplated herein.


 


3.3 Buyer’s Obligations
at Closing. At the Closing, Buyer shall deliver to Sellers the following:


 


3.3.1 Bill of Sale. Buyer
will deliver to Sellers an executed copy of the Bill of Sale.


 


3.4 Employment Matters.
Sellers shall be responsible for all liabilities for employee or independent contractor compensation and benefits accrued or otherwise
arising out of services rendered by its employees, mangers and independent contractors prior to and after Closing (including without limitation
all health insurance or other insurance/benefit premiums and contributions to retirement plans) or arising by reason of actual, constructive
or deemed termination of their service relationship with Sellers at Closing. No provision of this Section 3.4 shall create any
third-party beneficiary or other rights in any employee of Sellers or former employee of Sellers in respect of continued or resumed employment
in the Business, or with Buyer, and no provision of this Section 3.4 shall create any rights in any such persons in respect of
any benefits that may be provided under any plan or arrangement which may be established by Buyer.


 


3.5 Repurchase Right. Sellers
are hereby granted the right to repurchase the Acquired Assets for $10.00 in the event Company files for bankruptcy or ceases business
operations.


 




    	3



    	 



    

 


Article IV


Covenants and Obligations of the Parties


 


4.1 Covenants of Sellers.


 


4.1.1 Covenant Not to Compete.
As a condition and inducement to Buyer’s execution of, and performance of its obligations under, this Agreement, and for the consideration
provided herein, each Seller agrees that he or she, as the case may be, will not directly or indirectly compete with the Business for
a period of three (3) years from the Closing Date (the “Restrictive Period”). The phrase “directly or indirectly
compete” shall include: (i) other than pursuant to and in accordance with a separate written agreement among Sellers and Buyer concerning
Member providing services to or for the Business, owning, managing, operating, controlling or participating in the ownership, management,
operation or control of, or being connected with or having any interest in, as an owner, director, officer, employee, contractor, agent,
advisor, sole proprietor or otherwise in any business offering any products for sale sold by Sellers during the two (2) year period prior
to Closing, or otherwise competitive with the Business, anywhere in the United States; and (ii) interfering in any way with the relationships
Buyer or its successor may have with any employees, suppliers, clients, or customers of the Business. The foregoing restrictive covenant
will be deemed null and void if Buyer fires Meltzer without cause or Buyer declares bankruptcy or ceases business operations. If any of
the provisions of this Section 4.1.1 is held to be unenforceable, the remaining provisions shall nevertheless remain enforceable, and
the court making such determination shall modify, among other things, the scope, duration or geographic area of this covenant to preserve
the enforceability hereof to the maximum extent then permitted by law. The enforceability of this covenant is subject to the injunctive
and other equitable powers of a court of competent jurisdiction. As a condition and inducement to Buyer to enter into and perform its
obligations under this Agreement, each Seller also confirms, acknowledges, represents and warrants that no other individual or entity
has been employed or relied upon by Sellers to handle customer and client relations, or has had access to the confidential information
of the Business or been given its customer and client lists, and no other person is in a position to carry on the Business without access
to such information, so Buyer need not require any other individual associated with the Business to enter into a covenant not to compete
in order to preserve the benefit of the transactions contemplated herein.


 


4.1.2 Covenant Not to Solicit.
During the Restrictive Period, each Seller agrees that he or she, as the case may be, will not (i) solicit the business of any of the
individuals or entities who are or have been customers or clients of the Business during the Restrictive Period or the three (3) year
period prior to the Closing; (ii) request, induce or attempt to influence, directly or indirectly, any employee of Buyer or the Business
or any affiliate of Buyer to leave the employ of Buyer or such affiliate, or in any way interfere with the relationship between Buyer
or any such affiliate and any employee thereof; or (iii) employ any person who as of the date of this Agreement is, or after such date
is or was within the preceding one-year period, an employee of Buyer or any affiliate of Buyer. The foregoing restrictive covenant will
be deemed null and void if Buyer fires Meltzer without cause or Buyer declares bankruptcy or ceases business operations.


 


4.1.3 Confidentiality. From
and after the Closing Date, each Seller will hold in strict confidence and will not divulge, communicate or use in any way, any business
plans or strategies, customer or client lists, financial data, know-how, trade secrets or other information included within the Acquired
Assets or related to the Business.


 


4.1.4 Use of Business Name and
Information. From and after the Closing, Sellers may continue all use of the items included in the Acquired Assets, and continue to
use of all tradenames, and other proprietary or business information transferred to Sellers hereunder until otherwise directed by Buyer.


 




    	4



    	 



    

 


4.1.5 Announcements. Sellers
agree that they will cooperate in the preparation and dissemination of any announcements to customers and clients of the Business as Buyer
may determine to be appropriate, regarding the change in ownership and management of the Business, to facilitate a smooth transition.
All such announcements will be subject to approval by Buyer.


 


4.1.6 Injunctive Relief.
The enforceability of this Section 4.1 is subject to the injunctive and other equitable powers of a court of competent jurisdiction.


 


4.2 Covenants of Parties Regarding
Brokers; Legal Expenses. Each Party represents and acknowledges to the others that it is not obligated to pay any fee or commission
to any broker, finder or intermediary in connection with the transactions contemplated by this Agreement. Each Party will pay its own
legal fees incurred in connection with this transaction.


 


Article V


Representations and Warranties


 


5.1 Representations and Warranties
of Sellers . Each Seller hereby jointly and severally represents and warrants to Buyer that each of the following statements is true
and correct:


 


5.1.1 Authorization and Validity;
Consents.


 


(a) Sellers have full legal capacity
and authority to enter into and perform their obligations under this Agreement. Sellers are duly authorized to enter into all other agreements
and instruments contemplated hereby to which such Party is or is intended to be a party.


 


(b) This Agreement has been duly
and validly executed and delivered by Sellers and constitutes a valid and binding obligation of Sellers, enforceable against them in accordance
with its terms.


 


(c) Sellers are duly licensed
to conduct the Business.


 


(d) Neither the execution nor
delivery of this Agreement including all Schedules and Exhibits hereto, nor the performance by Seller of the transactions contemplated
hereby and thereby, conflicts with, or constitutes a breach of or a default under (i) any applicable law, rule, judgment, order, writ,
injunction, or decree of any court, currently in effect; (ii) any applicable rule or regulation of any administrative agency or other
governmental authority currently in effect; or (iii) any agreement, indenture, contract or instrument to which either Seller is a party
or by which any of either Seller’s assets are bound.


 


(e) No authorization, consent,
approval, license, exemption by, filing or registration with any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, is or will be necessary in connection with the execution, delivery and performance of this Agreement
by Sellers.


 




    	5



    	 



    

 


5.1.2 Representations Regarding
Acquired Assets. Except as otherwise specifically provided herein, the Acquired Assets include all of the assets required for, or
utilized by Sellers in, the operation of the Business. Except as otherwise specifically provided herein, the Acquired Assets are in good
working order and repair and usable in the ordinary course of the Business, except as otherwise indicated in Exhibit A.
Sellers are the sole owners of the Acquired Assets. At the Closing, Seller will transfer good and marketable title to the Acquired Assets
to Buyer, free and clear of all liens, claims and encumbrances. The Acquired Assets are freely transferable by Sellers and are not subject
to any right of first refusal, right of purchase, or any other right in favor of a third party.


 


5.1.3 Contracts Related to Business;
Third Party Consents. Neither Seller is a party to any written or verbal contracts or agreements relating to the operation of the
Business, except as referenced in Exhibit A. Neither Seller has any written contract with any suppliers or customers, except
as have been delivered to Buyer and are listed on Exhibit A. Transfer of the Acquired Assets does not require any consent
or agreement by any third party. All agreements and arrangements which are being transferred or assigned to Buyer are freely assignable,
and no party is in breach of any of its obligations hereunder.


 


5.1.4 Products Offered by Business.
Sellers have provided Buyer with a listing of all products offered through the Business. Sellers have not been advised of any changes
in such products, or the terms or prices on which any products sold by the Business are acquired, and are unaware of any conditions which
would impair Buyer’s ability to continue to provide its products in accordance with such arrangements and at such prices and terms.


 


5.1.5 Accuracy of Information
Provided; Disclosure. The financial and business data provided to Buyer by Sellers are complete and accurate. The financial information
provided by Seller, including unaudited financial statements for the period ended September 30, 2022, accurately reflect the financial
position of Seller as of such date and for the period then ended. Sellers have provided Buyer with all of the information that Buyer has
requested for the purpose of conducting its due diligence review of the Acquired Assets and the Business.


 


5.1.6 Taxes. Sellers have
paid all taxes and filed all tax returns required with respect to the Business for all periods as of the Effective Date.


 


5.1.7 Absence of Certain Changes
or Events. Except as disclosed to Buyer in writing, Sellers are not aware of any current or anticipated facts, conditions or events
(including, without limitation, facts regarding product availability or quality, or relationships with customers and vendors) that would
be likely to have a material adverse effect on the Business. There have been no material adverse changes in the Business or the Acquired
Assets since September 30, 2022 (the date of the financial information provided by Sellers to Buyer). Since September 30, 2022, the Business
has not been conducted outside the ordinary course.


 


5.1.8 Buyer Ability to Continue
Business. Sellers are not aware of any conditions or events which would prohibit Buyer from continuing to operate the Business from
and after the Closing, for the foreseeable future.


 


5.1.9 Compliance with Law.
Seller is in compliance with all laws, regulations and orders applicable to the Business. Seller has not received any notification that
it is in violation of such laws, regulations or orders and no such violation exists. Following the Closing, Buyer will be able to operate
the Business with the Acquired Assets without needing any governmental permits or licenses and without being in violation of any law or
governmental regulation.


 




    	6



    	 



    

 


5.1.10 Litigation. There
is no legal, administrative, arbitration or other proceeding, claim or action of any nature or investigation pending or threatened against
or involving Sellers or the Acquired Assets or which questions or challenges the validity of this Agreement or any action taken or to
be taken by Sellers pursuant to this Agreement or in connection with the transactions contemplated hereby; and neither Seller knows or
has reason to know of any valid basis for any such legal, administrative, arbitration or other proceeding, claim, or action of any nature
or investigation.


 


5.1.11 Permits. No Permits
(as defined below) are required to use and/or maintain any of the Acquired Assets or to conduct the Business and operations as presently
conducted. For purposes of this Agreement, “Permits” shall mean any and all permits, rights, approvals, licenses, authorizations,
accreditations, legal status, or orders under any legal requirement or otherwise granted by any governmental authority.


 


5.1.12 No Undisclosed Liabilities.
There are no liabilities of Sellers or the Business that affect the Acquired Assets, whether accrued, contingent, absolute, determined,
determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to
result in such a liability.


 


5.1.13 Relationships. To
Sellers’ knowledge, none of Sellers’ suppliers, customers, clients, employees, independent contractors or sales representatives
have any intention to terminate or modify in a manner adverse to Company any of such relationships. To the best knowledge of Sellers,
no material adverse change in relations with suppliers, customers, clients, employees, independent contractors or sales representatives
shall occur as a result of the announcement or consummation of the transactions contemplated by this Agreement.


 


5.1.14 Clients. Except as
has been disclosed to Buyer in writing, no material customer or client of Sellers has ceased or materially reduced the services it purchases
from Sellers since September 30, 2022, and to the best knowledge of Sellers, has threatened to cease or materially reduce such services
after the date hereof. Except as has been disclosed to Buyer in writing, to the best knowledge of Sellers, no such customer or client
is threatened with bankruptcy or insolvency.


 


5.1.15 Employees. Except
as has been disclosed to Buyer in writing, the employment of all employees of Sellers are terminable at will. To Sellers’ knowledge,
no employee or independent contractor of Sellers has any plan to terminate his, her or its employment or relationship with Seller. Except
as has been disclosed to Buyer in writing: (a) Sellers are not bound by any collective bargaining agreement or other labor union contract
covering any of its employees, and there exists no organizational effort presently being made or threatened by or on behalf of any labor
union with respect to the employees, and no such efforts have been made within the past three (3) years; (ii) Seller have not and are
not engaged in any unfair labor practice or other unlawful employment practice, and there are no charges of any unfair labor practice
or other unlawful employment practice pending against Seller before the National Labor Relations Board, the Equal Opportunity Commission,
the Occupational Safety and Health Review Commission, the Department of Labor or any other Governmental Authority; and (iii) Sellers have
not experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes or other labor disputes
or controversies and, to the knowledge of Sellers, none of the foregoing are threatened. Except as disclosed in writing to Buyer, there
are no outstanding amounts owed to employees or independent contractors of Sellers other than salaries and compensation in the ordinary
course of its Business.


 




    	7



    	 



    

 


5.1.16 Contracts. Sellers
have disclosed to Buyer all contracts to which Seller is a party or by which Seller, the Business, or any of the Acquired Assets is bound
as of the Closing Date, including any oral contract or contract that is not in writing, true and correct copies of which have been provided
to Buyer prior to the Closing Date (the “Contracts”). Sellers have performed all of the obligations required to be
performed by it and is entitled to all benefits under, and is not alleged to be in default in respect of any Contract. Each of the Contracts
is valid and binding and in full force and effect, and there exists no default or event of default or event, occurrence, condition or
act, with respect to Sellers, or to Sellers’ knowledge, with respect to the other contracting party, which, with the giving of notice,
the lapse of the time or the happening of any other event or condition, would become a default or event of default under any Contract.
Sellers have not received written or oral notice of cancellation, modification or termination of any Contract. To Sellers’ knowledge,
none of the parties to any Contract intends to terminate or alter the provisions thereof by reason of the Buyer’s acquisition of
the Acquired Assets. Sellers have not waived any right under any Contract, amended or extended any Contract or failed to renew (or received
notice of termination or failure to renew with respect to) any Contract.


 


5.1.17 Books and Records.
All books of account and other financial books and records of Sellers directly relating to the Business (the “Books and Records”)
are true, correct and complete and have been made available to Buyer. All of the Books and Records have been prepared and maintained in
compliance with all laws. There are no inaccuracies or discrepancies contained or reflected in the Books and Records. The Books and Records
fairly and accurately reflect the current financial position of the Business, are not misleading, and are free from all material errors.


 


5.1.18 Affiliate Transactions.
Except as has been disclosed to Buyer, no affiliate of Sellers, and no officer, director, partner, manager, member, consultant or employee
of any thereof, is as of the Closing Date a party to any transaction with Sellers, including any contract or arrangement providing for
the furnishing of services to or by, providing for rental of real property, tangible personal property or intellectual property to or
from, or otherwise requiring payments to or from Sellers, or any affiliate thereof.


 


5.1.19 Privacy. Neither Seller
has any knowledge of any breach by either Seller or any of its affiliates of any duty under any applicable
law related to the disclosure or security of personal information provided by any client to Seller. Seller is, and has always been, in
compliance with each of Seller’s privacy policies and any applicable laws relating to the collection, receipt, use, or storage of
the information of its clients or customers. Seller has commercially reasonable security measures in place to protect the client or customer
information Seller receives through any Seller websites or otherwise or which it stores in its computer systems from illegal use by third
parties or use by third parties in a manner violating the privacy rights of consumers or customers. The execution, delivery, and performance
by Sellers of this Agreement will comply with all applicable laws relating to privacy and with Sellers’ privacy policies. Sellers
have not received any written complaint regarding Sellers’ collection, use, or disclosure of personally identifiable information.


 




    	8



    	 



    

 


5.1.20 Disclosure. With respect
to Sellers and the Business, this Agreement (including its exhibits and schedules) does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements contained herein and therein, in light of the circumstances
under which such statements were made, not misleading.


 


5.2 Representations and Warranties
of Buyer. Buyer hereby represents and warrants to Seller that each of the following representations, warranties and statements is
true and correct:


 


5.2.1 Organization. Buyer
is a corporation duly organized, validly existing and in good standing under the laws of Delaware; Buyer has full power and authority
to carry on its business as it is now being conducted and to own, lease or operate its properties and assets.


 


5.2.2 Authorization, Etc.
Buyer has full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. Buyer has taken
all action required by law, its Certificate of Incorporation, its Bylaws or otherwise to authorize the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby. This Agreement is a valid and binding obligation of Buyer
enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating
to or affecting creditors’ rights, as well as general principles of equity.


 


5.2.3 No Violation. Neither
the execution and delivery of this Agreement nor its performance and the consummation of the transactions contemplated hereby will (a)
violate any provision of the Certificate of Incorporation or Bylaws of Buyer; (b) violate or be in conflict with, or constitute a default
(or an event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the modification
or termination of, or cause or permit the acceleration of the maturity of any debt, obligation, contract or commitment or other agreement
to which Buyer is a party or by which it may be bound; (c) result in the creation or imposition of any mortgage, pledge, lien, security
interest, encumbrance, restriction, charge or limitation of any kind, upon Buyer; or (d) violate any statute or law or any judgment, decree,
order, regulation or rule of any court or governmental authority.


 


5.2.4 Consents and Approvals
of Government Authorities. No consent, approval or authorization of, or declaration, filing or registration with, any governmental
or regulatory authority is required in connection with the execution, delivery and performance of this Agreement by Buyer or the consummation
of the transactions contemplated thereby, except where such action has been taken prior to the Closing.


 


Article VI


Indemnification


 


6.1 Indemnification. Each
Party (as an “Indemnifying Party”) agrees to defend, indemnify and hold harmless each of the other parties (as an “Indemnified
Party”), from and against each claim, loss, liability, cost and expense (including without limitation, interest, penalties,
costs of preparation and investigation, and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional
advisors) (collectively “Losses”), directly or indirectly relating to, resulting from or arising out of any untrue
representation, misrepresentation, breach of warranty or non-fulfillment of any covenant, agreement or other obligation by or of the Indemnifying
Party pursuant to this Agreement or any other transaction document related hereto.


 




    	9



    	 



    

 


6.2 Indemnification Procedures.
An Indemnified Party shall promptly notify an Indemnifying Party of any claim, demand, action or proceeding for which indemnification
will be sought under Section 6.1 above and, if such claim, demand, action or proceeding is a third-party claim, demand, action or proceeding,
the Indemnifying Party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified
Party. The Indemnified Party shall have the right to participate, at its own expense, with respect to any such third-party claim, demand,
action or proceeding. In connection with any such third-party claim, demand, action or proceeding, the Indemnifying Party and Indemnified
Party shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third-party
claim, demand, action or proceeding shall be settled without the prior written consent of the Indemnified Party. If a firm written offer
is made to settle any such third party claim, demand, action or proceeding and the Indemnifying Party proposes to accept such settlement
and Indemnified Party refuses to consent to such settlement, then: (a) the Indemnifying Party shall be excused from, and the Indemnified
Party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (b) the maximum
liability of the Indemnifying Party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed
settlement if the amount thereafter recovered from the Indemnified Party on such third party claim, demand, action or proceeding is greater
than the amount of the proposed settlement. Whether or not an Indemnifying Party shall have assumed the defense of any such third-party
claim, action, demand or proceeding, no Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge,
any such claim, demand, action or proceeding without the Indemnifying Party’s prior written consent, which shall not be unreasonably
withheld. If Buyer is entitled to indemnification as provided herein, Buyer shall be entitled to deduct and offset any Losses incurred
by Buyer against any payments owing to Sellers pursuant to Section 2.2 above.


 


6.3 Cooperation of the Parties.
The Parties shall cooperate with each other in the resolution of any claim or liability with respect to which an Indemnifying Party is
obligated to indemnify any Indemnified Party hereunder, including by making commercially reasonable efforts to mitigate or resolve any
such claim or liability. In the event that an Indemnified Party shall fail to make such commercially reasonable efforts to mitigate or
resolve any claim or liability, then notwithstanding anything else to the contrary herein, the Indemnifying Party shall not be required
to indemnify any person for any losses that could reasonably be expected to have been avoided if the Indemnified Party had made such efforts.


 


6.4 Termination of Indemnification
Obligations. The indemnification obligations set forth in this Article VI shall terminate on the date which is three (3) years following
the Closing; provided that such obligations shall not terminate as to any item as to which the Indemnified Party shall have, before the
expiration of such three (3) year period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the
basis of such claim) to the Indemnifying Party. All of the representations and warranties of the parties contained in this Agreement shall
survive the Closing for a period of three (3) years.


 




    	10



    	 



    

 


Article VII


Miscellaneous Provisions


 


7.1 Governing Law, Jurisdiction
and Venue. The internal laws of the State of California will govern the validity of this Agreement, the construction of its terms,
and the interpretation and enforcement of the rights and duties of the Parties hereto. In the event of any claim or dispute arising hereunder,
the Parties consent to the exclusive jurisdiction and venue of the court of San Diego, California.


 


7.2 Assignment; Binding Upon
Successors and Assigns. No Party hereto may assign any of its rights or obligations hereunder without the prior written consent of
the other Parties hereto; provided, however, that Buyer may assign its rights and obligations hereunder to any affiliate or subsidiary
without the need to obtain Sellers’ consent to such assignment. This Agreement will be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.


 


7.3 Severability. If any
provision of this Agreement, or the application thereof, will for any reason and to any extent be invalid or unenforceable, the remainder
of this Agreement will remain in full force and effect and the application of such provisions to other persons or circumstances will be
interpreted so as reasonably to effect the intent of the Parties hereto. The Parties further agree to replace such void or unenforceable
provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and
other purposes of the void or unenforceable provision.


 


7.4 Counterparts. This
Agreement may be executed by email, facsimile, and other electronic means, in any number of counterparts, each of which will be an original
as regards any Party whose signature appears thereon and all of which together will constitute one and the same instrument. This Agreement
will become binding when one or more counterparts hereof, individually or taken together, will bear the signatures of each of the Parties
reflected hereon as signatories.


 


7.5 Amendment and Waivers.
Any term or provision of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively) only by a writing signed by the Party or Parties to be bound thereby.
The waiver by a Party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other
default or any succeeding breach or default.


 


7.6 Attorneys’ Fees.
Should suit be brought to enforce or interpret any part of this Agreement or any other Agreement referenced herein, the prevailing Party
will be entitled to recover, as an element of the costs of suit and not as damages, reasonable attorneys’ fees to be fixed by the
court (including without limitation, costs, expenses and fees on any appeal).


 


7.7 Notices. Any notice
or other communications pursuant to this Agreement will be in writing and will be deemed given if delivered personally, telecopied, sent
by nationally-recognized overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the
Parties at the following addresses (or at such other address for a Party as will be specified by like notice):


 


	 	(i)	If to Meltzer:




 


Brian Meltzer


2238 Scots Glen Dr.


New Lenox, Illinois 60451


 




    	11



    	 



    

 


	 	(ii)	If to Burns:




 


Robin Burns


19837 116th Ave.


Mokena, Illinois 60448


 


	 	(iii)	If to Buyer:




 


HUMBL, Inc.


Attn: Brian M. Foote


600 B. Street


San Diego, California 92101


 


With a copy to (which shall not
constitute notice):


 


Hansen Black Anderson Ashcraft
PLLC


Attn: Brian Innes


3051 West Maple Loop Drive, Suite
325


Lehi, Utah 84043


 


All such notices and other communications
will be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of a telecopy,
when the Party receiving such copy will have confirmed receipt of the communication, (c) in the case of delivery by nationally-recognized
courier, on the business day following dispatch by overnight courier service (on the third business day following dispatch in the case
of international deliveries), and (d) in the case of mailing, on the third business day following such mailing.


 


7.8 Construction of Agreement.
This Agreement has been negotiated by the respective Parties hereto and their attorneys and the language hereof will not be construed
for or against either Party. A reference to a Section or an Exhibit will mean a Section in, or Exhibit to, this Agreement unless otherwise
explicitly set forth. The titles and headings herein are for reference purposes only and will not in any manner limit the construction
of this Agreement which will be considered as a whole.


 


7.9 Further Assurances.
Each Party agrees to cooperate fully with each other Party and to execute such further instruments, documents and agreements and to give
such further written assurances as may be reasonably requested by such other Party to evidence and reflect the transactions described
herein and contemplated hereby and to carry into effect the intents and purposes of this Agreement.


 


7.10 Expenses. Each Party
shall bear its own expenses incurred in the preparation of this Agreement and all agreements and transactions contemplated hereby.


 


7.11 Entire Agreement.
This Agreement and the Exhibits hereto constitute the entire understanding and agreement of the Parties hereto with respect to the subject
matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied,
written or oral, between the parties with respect hereto. The express terms hereof control and supersede any course of performance or
usage of the trade inconsistent with any of the terms hereof.


 


[Remainder of page intentionally left blank]


 




    	12



    	 



    

 


IN WITNESS WHEREOF, the Parties
hereto have executed this Agreement as of the Effective Date.


 


	SELLERS:	 	BUYER:
	 	 	 	 
	 	 	HUMBL, INC.
	 	 	 	 
	 	 	By:	 
	BRIAN MELTZER	 	 	Brian Foote, CEO
	 	 	 	 
	 	 	 	 
	ROBIN BURNS	 	 	 


 


[Signature page to Asset Purchase Agreement]


 




    	13



    	 



    

 


EXHIBIT A


 


LIST OF ASSETS TO BE ACQUIRED BY BUYER


 


The Acquired Assets to be transferred
by Sellers to Buyer at the Closing are to include, without limitation, the following:


 


1. All trade names, trademarks
and logos used in or associated with the Business, including the name “BM Authentics” and all intellectual property rights
with respect thereto.


 


2. All inventory related to the
Business.


 


3. All technology, specification
sheets, product design information, code, algorithms, website design and other intellectual property and intangibles relating to the Business.


 


4. All books and records relating
to the Business.


 


5. All customer and client lists,
records and databases relating to the Business, and all vendor and supplier lists, records and databases, including the terms on which
business has been conducted with such customers, vendors and suppliers.


 


6. All goodwill associated with
the Business.


 


7. All rights to any websites
relating to the Business.


 


8. Exclusive contracts with the
following athletes: Jose Abreu, Garrett Crochet, Brennen Davis, Ayo Dosunmu, Neville Gallimore, Liam Hendriks, Toni Kukoc, James McCann,
Darnell Mooney, Yasmani Grandal and Joey Wiemer.


 




    	 



    	 



    

 


EXHIBIT B


 


LIST OF EXCLUDED ASSETS


 


The Acquired Assets will not include
the following items, which will be retained by Sellers:


 


1. Cash.


 




    	 



    	 



    

 


EXHIBIT C


 


FORM OF


 


BILL OF SALE


 


[attached]


 




    	 



    	 



    

 


BILL OF SALE


 


Pursuant to the terms of that
certain Asset Purchase Agreement entered into by and among Brian Meltzer, an individual (“Meltzer”), Robin Burns, an
individual (“Burns”, and together with Meltzer, “Sellers”), and HUMBL, Inc., a Delaware corporation
(“Buyer”), dated as of November 2, 2022 (the “Purchase Agreement”), and for the consideration specified
therein, Seller does hereby grant, bargain, transfer, sell, assign, convey and deliver to Buyer), all of the Acquired Assets as defined
in the Purchase Agreement, and all of Seller’s rights, title and interests with respect thereto, including, without limitation,
those items referenced in Exhibit A attached to the Purchase Agreement.


 


Sellers hereby warrant that Sellers
are the legal owners of the Acquired Assets and that the Acquired Assets are free from all liens, claims and encumbrances. Sellers warrant
and agree to defend Buyer’s title to the Acquired Assets against the claims and demands of all persons. Sellers make the additional
representations and warranties with respect to the Acquired Assets as set forth in the Purchase Agreement. Sellers, for themselves and
their successors and assigns, hereby covenant and agree that, at any time and from time to time forthwith upon the written request of
Buyer, Sellers will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, each and all of such
further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be required by Buyer in
order to assign, transfer, set over, convey, assure and confirm unto and vest in Buyer, its successors and assigns, title to the Acquired
Assets sold, conveyed, transferred and delivered by this Bill of Sale.


 


This Bill of Sale may be executed
in one or more counterparts (and by different parties or separate counterparts), each of which shall be deemed an original and all of
which, when taken together, shall constitute one instrument. Digital copies of counterpart signature pages will be conclusive evidence
of execution.


 


[Remainder of page intentionally left blank]


 




    	 



    	 



    

 


Effective as of the date first
set forth above.


 


	 	SELLERS:
	 	 	 
	 	 
	 	Brian Meltzer
	 	 	 
	 	 
	 	Robin Burns
	 	 	 
	 	Accepted:
	 	 	 
	 	BUYER:
	 	 	 
	 	HUMBL, INC.
	 	 	 
	 	By:	 
	 	 	Brian Foote, CEO