Exhibit 10.5

    

    

    THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY
      AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED.

    

    

    PROMISSORY NOTE

    

    

    	
            Principal Amount: up to $2,000,000

          	
            Dated as of February 15, 2022

          


    

    

    HumanCo Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the
      order of HumanCo Acquisition Holdings, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Two Million Dollars
      ($2,000,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described
      below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the
      provisions of this Note.

     

      

    1.           Principal. The entire unpaid principal balance of this Note shall be payable on the
        date of the consummation (the “Maturity Date”) of the Maker’s initial merger, stock exchange, asset acquisition, stock purchase (the “Business Combination”). Payee
        understands that if a Business Combination is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Maker has funds available to it outside of its trust account established in
        connection with its initial public offering. The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated
        personally for any obligations or liabilities of the Maker hereunder.

     

    2.           Drawdown Requests. Maker and Payee agree that Maker may request, from time to time,
        up to Two Million Dollars ($2,000,000) in drawdowns under this Note to be used for costs and expenses related to the search for and consummation of the Business Combination. The principal of this Note may be drawn down from time to time prior to
        the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars
        ($10,000) unless agreed upon in writing by Maker and Payee. Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under
        this Note at any time may not exceed Two Million Dollars ($2,000,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.

     

    3.           Interest. No interest shall accrue on the unpaid principal balance of this Note.

     

    
      
        


    

    
    4.           Application of Payments. All payments shall be applied first to payment in full of
        any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this
        Note.

     

    5.           Events of Default. The following shall constitute an event of default (“Event of Default”):

     

    (a)          Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this
        Note within five (5) business days of the date specified above.

     

    (b)          Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable
        bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker
        or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance
        of any of the foregoing.

     

    (c)          Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having
        jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
        Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

     

    6.           Remedies.

     

    (a)          Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice
        to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other
        notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

     

    (b)          Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal
        balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

     

    
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    7.           Conversion. Upon consummation of a Business Combination, the Payee shall have the
        option, but not the obligation, to convert the principal balance of this Note (up to $2,000,000), in whole or in part at the option of the Payee, into warrants (“Warrants”) of the Maker at a price of $1.00 per Warrant, each Warrant being identical
        to a “private placement warrant” (as defined in Maker’s final prospectus, dated December 8, 2020). As promptly after notice by Payee to Maker to convert the principal balance of this Note, which must be made at least 24 hours prior to the
        consummation of the Business Combination, as reasonably practicable and after Payee’s surrender of this Note, Maker shall have issued and delivered to Payee, without any charge to Payee, a certificate or certificates (issued in the name(s)
        requested by Payee) for the number of Warrants of Maker issuable upon the conversion of this Note.

     

    8.           Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note
        waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that
        might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay
        of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon
        any such writ in whole or in part in any order desired by Payee.

     

    9.           Unconditional Liability. Maker hereby waives all notices in connection with the
        delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any
        indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other
        provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

     

    10.         Notices. All notices, statements or other documents which are required or
        contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by
        facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such
        other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
        of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

     

    11.         Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS
        OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

     

    12.         Severability. Any provision contained in this Note which is prohibited or
        unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     

    
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    13.         Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby
        waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement that occurred in connection with the
        consummation of the IPO are deposited, as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,
        payment or satisfaction for any Claim against the trust account for any reason whatsoever.

     

    14.         Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made
        with, and only with, the written consent of the Maker and the Payee.

     

    15.         Assignment. No assignment or transfer of this Note or any rights or obligations
        hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

     

    [Signature page follows]

    

    

    
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    IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

    

    

    	 	 	
            HUMANCO ACQUISITION CORP.

          
	 	 	 	 
	 	 	
            By:

          	
            /s/ Amy Zipper

          
	 	 	 	 
	 	 	
            Name:    

            

          	Amy Zipper
	 	 	
            Title:      

            

          	Chief Operating Officer
	 	 	 	 
	
            Accepted and agreed as of the date first written above.

          	 	 	 
	 	 	 	 	 
	
            HUMANCO ACQUISITION HOLDINGS, LLC

          	 	 	 
	 	 	 	 	 
	
            By:

          	
            /s/ Ross Berman

          	 	 	 
	 	 	 	 	 
	
            Name: 

            

          	Ross Berman	 	 	 
	
            Title:   

            

          	Manager	 	 	 


    

    

    

    

    [Signature Page to Promissory Note]