Exhibit 10.51 


 


NEITHER THIS WARRANT NOR THE SECURITIES
ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE COMPANY RECEIVES
AN OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY,
THAT THIS WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.


HUMBL, INC.


 


WARRANT TO PURCHASE SHARES OF COMMON STOCK


 


1. Issuance. For good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by HUMBL,
Inc., a Delaware corporation, its successors and assigns (“Company”), Hahanakai, LLC, a Hawaii limited liability
company, its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time
on or after the Issue Date (as defined below) until the two-year anniversary of the Issue Date (as defined below) (the “Expiration
Date”), 375,000 fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock,
par value $0.00001 per share (the “Common Stock”), as such number may be adjusted from time to time pursuant to the
terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”).


 


This Warrant is being issued pursuant
to the terms of that certain Securities Purchase Agreement dated August 30, 2021, to which Company and Investor are parties (as the same
may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment
1 attached hereto and incorporated herein by this reference. This Warrant was issued to Investor on August 30, 2021 (the “Issue
Date”).


 


2. Exercise of Warrant.


 


2.1. General.


 


(a) This Warrant is exercisable
in whole or in part at any time and from time to time commencing on the Issue Date and ending on the Expiration Date. Such exercise shall
be effectuated by submitting to Company (either by delivery to Company or by email or facsimile transmission) a completed and signed Notice
of Exercise substantially in the form attached to this Warrant as Exhibit A (the “Notice of Exercise”). The
date a Notice of Exercise is delivered to Company shall be the “Exercise Date,” provided that, if such exercise represents
the full exercise of the outstanding balance of this Warrant, Investor shall tender this Warrant to Company within five (5) Trading Days
thereafter, but only if the Warrant Shares to be delivered pursuant to the Notice of Exercise have been delivered to Investor as of such
date. The Notice of Exercise shall be executed by Investor and shall indicate the number of Warrant Shares to be issued pursuant to such
exercise


 


(b) The Exercise Price per share
of Common Stock for the Warrant Shares shall be payable, at the election of Investor, in cash or by certified or official bank check or
by wire transfer in accordance with instructions provided by Company at the request of Investor.


 


(c) Upon the appropriate payment
to Company of the Exercise Price for the Warrant Shares, Company shall promptly, but in no case later than the date that is ten (10) Trading
Days following the date the Exercise Price is paid to Company (the “Delivery Date”), deliver or cause Company’s
Transfer Agent to deliver the applicable Warrant Shares electronically via the DWAC system to the account designated by Investor on the
Notice of Exercise. If for any reason Company is not able to so deliver the Warrant Shares via the DWAC system, Company shall instead,
on or before the applicable date set forth above in this subsection, issue and deliver to Investor or its broker (as designated in the
Notice of Exercise), via reputable overnight courier, a certificate, registered in the name of Investor or its designee, representing
the applicable number of Warrant Shares.


 


(d) In no event may this Warrant
be net cash settled.


 


2.2. Ownership Limitation.
Notwithstanding anything to the contrary contained in this Warrant, if at any time Lender shall or would be issued shares of Common Stock
under this Warrant, but such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding
4.99% of the number of shares of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable
upon such issuance) (the “Maximum Percentage”), then Borrower shall not issue to Lender shares of Common Stock which
would exceed the Maximum Percentage. The ownership limitation is enforceable, unconditional and non-waivable and shall apply to all affiliates
and assigns of Lender.


 



    	 



     


     


3. Mutilation or Loss of Warrant.
Upon receipt by Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, Company will execute and deliver to Investor a new Warrant of like tenor and date and any such lost, stolen,
destroyed or mutilated Warrant shall thereupon become void.


 


4. Rights of Investor.
Investor shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in Company, either at law or in equity,
and the rights of Investor with respect to or arising under this Warrant are limited to those expressed in this Warrant and are not enforceable
against Company except to the extent set forth herein


 


5. Adjustments. If Company
shall issue any shares of Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater
number of shares, then, in either such case, the Exercise Price in effect before such dividend or subdivision shall be proportionately
reduced and the number of Warrant Shares at that time issuable pursuant to the exercise of this Warrant shall be proportionately increased;
and, conversely, if Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number
of shares, then the Exercise Price in effect before such combination shall be proportionately increased and the number of Warrant Shares
at that time issuable pursuant to the exercise or conversion of this Warrant shall be proportionately decreased. Each adjustment in the
number of shares of Warrant Stock issuable shall be to the nearest whole share.


 


6. Certificate as to Adjustments.
In the case of any adjustment in the Exercise Price or Warrant Shares, Company will promptly give written notice to Investor in the form
of a certificate, certified and confirmed by an officer of the Company, setting forth the adjustment in reasonable detail.


 


7. Transfer to Comply with
the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the
“1933 Act”). The Warrant Shares may not be sold, transferred, pledged or hypothecated without (a) an effective registration
statement under the 1933 Act relating to such security or (b) an opinion of counsel reasonably satisfactory to Company that registration
is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant
and any Warrant Shares shall contain a legend, in form and substance satisfactory to counsel for Company, setting forth the restrictions
on transfer contained in this Section 7. This Warrant may be transferred by Investor so long as such transfer is done in compliance with
applicable securities laws. Upon receipt of a duly executed assignment of this Warrant, Company shall register the transferee thereon
as the new holder on the books and records of Company and such transferee shall be deemed a “registered holder” or “registered
assign” for all purposes hereunder, and shall have all the rights of Investor under this Warrant. Until this Warrant is transferred
on the books of Company, Company may treat Investor as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary


 


8. Notices. Any notice
required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices” in the Purchase Agreement,
the terms of which are incorporated herein by reference. Company shall provide Investor with prompt written notice of all actions taken
pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality
of the foregoing, Company will give written notice to Investor (i) as soon as practicable upon each adjustment of the Exercise Price and
the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s), (ii) at least
fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution
upon the Common Stock, or (B) for determining rights to vote with respect to any Change of Control, dissolution or liquidation, provided
in each case that such information, and (iii) at least ten (10) Trading Days prior to the consummation of any Change of Control.


 


9. Supplements and Amendments;
Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant,
together with the Purchase Agreement, contains the full understanding of the parties hereto with respect to the subject matter hereof
and thereof and there are no representations, warranties, agreements or understandings with respect to the subject matter hereof and thereof
other than as expressly contained herein and therein.


 



    	 



     


     


10. Governing Law; Venue.
This Warrant shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Warrant shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice
of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only
in the state and federal courts in San Diego County, California. The parties to this Agreement hereby irrevocably waive any objection
to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or
based upon forum non conveniens. The prevailing party in any dispute arising under this Agreement shall be entitled to recover from the
other party its reasonable attorney’s fees and costs.


 


11. Waiver of Jury Trial.
EACH OF COMPANY AND INVESTOR IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR IN ANY WAY RELATED TO THIS WARRANT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND
ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, COMPANY ACKNOWLEDGES
THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.


 


12. Counterparts. This
Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument. Electronic signatures shall be considered original
signatures for all purposes hereof.


 


13. Attorneys’ Fees.
In the event of any litigation or dispute arising from this Warrant, the parties agree that the prevailing party shall be entitled to
an additional award of the full amount of the reasonable attorneys’ fees and expenses paid by said prevailing party in connection
with litigation or dispute.


 


14. Severability. Whenever
possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid under applicable law, but
if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall be modified to achieve the
objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Warrant or the validity or enforceability of this Warrant in any other jurisdiction.


 


[Remainder of page intentionally left blank; signature
page follows]


 


IN WITNESS WHEREOF, Company has caused this Warrant
to be duly executed as of the Issue Date.


 


	 	COMPANY:
	 	 
	 	HUMBL, Inc.
	 	 	 
	 	By: 	 
	 	 	Brian Foote, CEO


 


ATTACHMENT 1


DEFINITIONS


 


For purposes of this Warrant,
the following terms shall have the following meanings:


A7. “Change of Control”
means a merger or consolidation with another entity in which the Company’s stockholders do not own more than 50% of the outstanding
voting power of the surviving entity, or the disposition of all or substantially all of the Company’s assets.


 


A8. “DTC” means
the Depository Trust Company or any successor thereto.


 



    	 



     


     


A9. “DTC Eligible”
means, with respect to the Common Stock, that such Common Stock is eligible to be deposited in certificate form at the DTC, cleared and
converted into electronic shares by the DTC and held in the name of the clearing firm servicing Investor’s brokerage firm for the
benefit of Investor.


 


A10. “DTC/FAST Program”
means the DTC’s Fast Automated Securities Transfer program.


 


A11. “DWAC”
means the DTC’s Deposit/Withdrawal at Custodian system.


 


A12. “Exercise Price”
means $0.90 per share of Common Stock, as the same may be adjusted from time to time pursuant to the terms and conditions of this Warrant.


 


A13. “Trading Day”
means any day the New York Stock Exchange is open for trading.


 


EXHIBIT A


 


NOTICE OF EXERCISE OF WARRANT


 


	TO:	HUMBL, INC.	 
	 	ATTN: _______________
	 	VIA FAX TO: ( )______________ EMAIL: ______________


 


The undersigned hereby irrevocably
elects to exercise the right, represented by the Warrant to Purchase Shares of Common Stock dated as of August 30, 2021 (the “Warrant”),
to purchase shares of the common stock, $0.00001 par value (“Common Stock”), of HUMBL, Inc., and tenders herewith payment
in accordance with Section 2 of the Warrant, as follows:


 


Warrant Shares: _______________________


 


Exercise Price: $_______________________


 


Purchase Price: $___________________
= (Exercise Price x Warrant Shares)


 


Payment is being made by:


 


_____         enclosed
check


_____         wire
transfer


_____         other


 


Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the Warrant.


 


It is the intention of Investor
to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on Investor’s right to receive shares thereunder.
Investor believes this exercise complies with the provisions of such Section 2.2. Nonetheless, to the extent that, pursuant to the exercise
effected hereby, Investor would receive more shares of Common Stock than permitted under Section 2.2, Company shall not be obligated and
shall not issue to Investor such excess shares until such time, if ever, that Investor could receive such excess shares without violating,
and in full compliance with, Section 2.2 of the Warrant.


 


As contemplated by the Warrant,
this Notice of Exercise is being sent by email to the officer indicated above.


 


If this Notice of Exercise represents
the full exercise of the entire Warrant, Investor will surrender (or cause to be surrendered) the Warrant to Company at the address indicated
above by express courier within five (5) Trading Days after the Warrant Shares to be delivered pursuant to this Notice of Exercise have
been delivered to Investor.


 


To the extent the Warrant Shares
are not able to be delivered to Investor via the DWAC system, please deliver certificates representing the Warrant Shares to Investor
via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to:


 


_____________________________________


_____________________________________


_____________________________________


 


Dated: _____________________


 


___________________________


[Name of Investor]


 


By:________________________