Exhibit 10.13


 


REGISTRATION
RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of April 14, 2021 (the “Execution Date”)
is entered into by and between HUMBL, Inc., a Delaware corporation (the “Company”), and Brighton Capital Partners,
LLC, a Delaware limited liability company (the “Investor”).


 


RECITALS


 


WHEREAS,
pursuant to the Equity Financing Agreement entered into by and between the Company and the Investor dated April 14, 2021 (the “Equity
Financing Agreement”), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company’s
common stock, par value $0.00001 per share (the “Common Stock”), up to an aggregate purchase price of $50,000,000.


 


WHEREAS,
as an inducement to the Investor to execute and deliver the Equity Financing Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “1933 Act”), and applicable state securities laws, with respect to the shares of Common Stock issuable pursuant
to the Equity Financing Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing promises and the mutual covenants contained hereinafter and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


SECTION
I


DEFINITIONS


 


As
used in this Agreement, the following terms shall have the following meanings:


 


“Person”
means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental
or political subdivision thereof or a governmental agency.


 


“Potential
Material Event” means any of the following: (i) the possession by the Company of material information not ripe for disclosure
in the Registration Statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that
disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company, or (ii)
any material engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company,
be adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good faith
determination by the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion
of such information.


 


“Register,”
“Registered,” and “Registration” refer to the Registration effected by preparing and filing one
(1) or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule
providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of
such Registration Statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 




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“Registrable
Securities” means (i) the shares of Common Stock issued or issuable pursuant to the Equity Financing Agreement, and (ii) any
shares of capital stock issued or issuable with respect to such shares of Common Stock, if any, as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, which have not been (x) included in the Registration Statement that
has been declared effective by the SEC, or (y) sold under circumstances meeting all of the applicable conditions of Rule 144 (or any
similar provision then in force) under the 1933 Act.


 


“Registration
Statement” means the registration statement of the Company filed under the 1933 Act covering the Registrable Securities.


 


“Registered
Offering Transaction Documents” shall mean this Agreement and the Equity Financing Agreement between the Company and the Investor
as of the date hereof.


 


All
capitalized terms used in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them as in the Equity
Financing Agreement.


 


SECTION
II


REGISTRATION


 


2.1
The Company shall, within sixty (60) calendar days upon the date of execution of this Agreement, use its best efforts to file with the
SEC a Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration,
on such other form as is available for such registration), covering the resale of all of the Registrable Securities, which Registration
Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions.
The Company shall initially register for resale all of the Registrable Securities which would be issuable on the date preceding the filing
of the Registration Statement based on the closing bid price of the Company’s Common Stock on such date and the amount reasonably
calculated that represents Common Stock issuable to other parties as set forth in the Equity Financing Agreement except to the extent
that the SEC requires the share amount to be reduced as a condition of effectiveness.


 


2.2
The Company shall use all commercially reasonable efforts to have the Registration Statement(s) declared effective by the SEC within
thirty (30) calendar days, but no more than ninety (90) calendar days after the Company has filed the registration statement.


 


2.3
Notwithstanding the registration obligations set forth in this Section 2.1, if the staff of the SEC (the “Staff”)
or the SEC informs the Company that all of the unregistered Registrable Securities cannot, as a result of the application of Rule 415,
be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform each of
the holders thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the SEC
and/or (ii) withdraw the Registration Statement and file a new registration statement (the “New Registration Statement”),
in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 to register for
resale the Registrable Securities as a secondary offering. If the Company amends the Registration Statement or files a New Registration
Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with
the SEC, as promptly as allowed by the Staff or SEC, one or more registration statements on Form S-1 to register for resale those Registrable
Securities that were not registered for resale on the Registration Statement, as amended, or the New Registration Statement (each, an
“Additional Registration Statement”).


 




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SECTION
III


RELATED
OBLIGATIONS


 


At
such time as the Company is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2, the Company
will affect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, with respect
thereto, the Company shall have the following obligations:


 


3.1
The Company shall use all commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities
to become effective and shall keep such Registration Statement effective until the earlier to occur of the date on which (A) the Investor
shall have sold all the Registrable Securities; or (B) the Investor has no right to acquire any additional shares of Common Stock under
the Equity Financing Agreement (the “Registration Period”). The Registration Statement (including any amendments or
supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they
were made, not misleading. The Company shall use all commercially reasonable efforts to respond to all SEC comments within ten (10) business
days from receipt of such comments by the Company. The Company shall use all commercially reasonable efforts to cause the Registration
Statement relating to the Registrable Securities to become effective no later than three (3) business days after notice from the SEC
that the Registration Statement may be declared effective. The Investor agrees to provide all information which is required by law to
provide to the Company, including the intended method of disposition of the Registrable Securities, and the Company’s obligations
set forth above shall be conditioned on the receipt of such information.


 


3.2
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective during the Registration Period, and,
during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company
covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the Investor thereof as set forth in such Registration Statement. In the event the number
of shares of Common Stock covered by the Registration Statement filed pursuant to this Agreement is at any time insufficient to cover
all of the Registrable Securities, the Company shall amend such Registration Statement, or file a new Registration Statement (on the
short form available therefor, if applicable), or both, so as to cover all of the Registrable Securities, in each case, as soon as practicable,
but in any event within thirty (30) calendar days after the necessity therefor arises (based on the then Purchase Price of the Common
Stock and other relevant factors on which the Company reasonably elects to rely), assuming the Company has sufficient authorized shares
at that time, and if it does not, within thirty (30) calendar days after such shares are authorized. The Company shall use commercially
reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the
filing thereof.


 


3.3
The Company shall make available to the Investor whose Registrable Securities are included in any Registration Statement and its legal
counsel without charge (i) promptly after the same is prepared and filed with the SEC at least one (1) copy of such Registration Statement
and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits,
the prospectus included in such Registration Statement (including each preliminary prospectus) and, with regards to such Registration
Statement(s), any correspondence by or on behalf of the Company to the SEC or the staff of the SEC and any correspondence from the SEC
or the staff of the SEC to the Company or its representatives; (ii) upon the effectiveness of any Registration Statement, the Company
shall make available copies of the prospectus, via EDGAR, included in such Registration Statement and all amendments and supplements
thereto; and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request
from time to time to facilitate the disposition of the Registrable Securities.


 




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3.4
The Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by the Registration
Statement under such other securities or “blue sky” laws of such states in the United States as the Investor reasonably requests;
(ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period; (iii) take such other actions
as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 3.4, or (y) subject itself to general taxation
in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company
of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale
under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation
or threatening of any proceeding for such purpose.


 


3.5
As promptly as practicable after becoming aware of such event, the Company shall notify Investor in writing of the happening of any event
as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material
fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading (“Registration Default”) and use all diligent efforts to
promptly prepare a supplement or amendment to such Registration Statement and take any other necessary steps to cure the Registration
Default (which, if such Registration Statement is on Form S-3, may consist of a document to be filed by the Company with the SEC pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as defined below) and to be incorporated by reference in the prospectus) to correct
such untrue statement or omission, and make available copies of such supplement or amendment to the Investor. The Company shall also
promptly notify the Investor (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when
the Registration Statement or any post-effective amendment has become effective (the Company will prepare notification of such effectiveness
which shall be delivered to the Investor on the same day of such effectiveness and by overnight mail), additionally, the Company will
promptly provide to the Investor, a copy of the effectiveness order prepared by the SEC once it is received by the Company; (ii) of any
request by the SEC for amendments or supplements to the Registration Statement or related prospectus or related information, (iii) of
the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate, (iv)
in the event the Registration Statement is no longer effective, or (v) if the Registration Statement is stale as a result of the Company’s
failure to timely file its financials or otherwise


 


3.6
The Company shall use all commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and
to notify the Investor holding Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt
of actual notice of the initiation or threat of any proceeding concerning the effectiveness of the registration statement.


 




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3.7
The Company shall permit the Investor and one (1) legal counsel, designated by the Investor, to review and comment upon the Registration
Statement and all amendments and supplements thereto at least one (1) calendar day prior to their filing with the SEC. However, any postponement
of a filing of a Registration Statement or any postponement of a request for acceleration or any postponement of the effective date or
effectiveness of a Registration Statement by written request of the Investor (collectively, the “Investor’s Delay”)
shall not act to trigger any penalty of any kind, or any cash amount due or any in-kind amount due the Investor from the Company under
any and all agreements of any nature or kind between the Company and the Investor. The event(s) of an Investor’s Delay shall act
to suspend all obligations of any kind or nature of the Company under any and all agreements of any nature or kind between the Company
and the Investor.


 


3.8
At the request of the Investor, the Company’s counsel shall furnish to the Investor, within two (2) business days, an opinion letter
confirming the effectiveness of the registration statement. Such opinion letter shall be issued as of the date of the effectiveness of
the registration statement, in a form suitable to the Investor.


 


3.9
The Company shall hold in confidence and not make any disclosure of information concerning the Investor unless (i) disclosure of such
information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any Registration Statement, or (iii) the release of such information is ordered pursuant to
a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction. The Company agrees that
it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order covering such information.


 


3.10
The Company shall use all commercially reasonable efforts to maintain designation and quotation of all the Registrable Securities covered
by any Registration Statement on the Principal Market. If, despite the Company’s commercially reasonable efforts, the Company is
unsuccessful in satisfying the preceding sentence, it shall use commercially reasonable efforts to cause all the Registrable Securities
covered by any Registration Statement to be listed on each other national securities exchange and automated quotation system, if any,
on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities
is then permitted under the rules of such exchange or system. The Company shall pay all fees and expenses in connection with satisfying
its obligation under this Section 3.10.


 


3.11
The Company shall cooperate with the Investor to facilitate the prompt preparation and delivery of the Registrable Securities to be offered
pursuant to the Registration Statement and enable such Registrable Securities to be in such denominations or amounts, as the case may
be, as the Investor may reasonably request.


 


3.12
The Company shall provide a transfer agent for all the Registrable Securities not later than the effective date of the first Registration
Statement filed pursuant hereto.


 


3.13
If requested by the Investor, the Company shall (i) as soon as reasonably practical incorporate in a prospectus supplement or post-effective
amendment such information as the Investor reasonably determines should be included therein relating to the sale and distribution of
Registrable Securities, including, without limitation, information with respect to the offering of the Registrable Securities to be sold
in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably possible
after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement
or make amendments to any Registration Statement if reasonably requested by the Investor.


 




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3.14
The Company shall use all commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to facilitate the
disposition of such Registrable Securities.


 


3.15
The Company shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in
connection with any registration hereunder.


 


3.16
Within three (3) business day after the Registration Statement which includes Registrable Securities is declared effective by the SEC,
the Company shall deliver to the transfer agent for such Registrable Securities, with copies to the Investor, confirmation that such
Registration Statement has been declared effective by the SEC.


 


3.17
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities
pursuant to the Registration Statement.


 


SECTION
IV


OBLIGATIONS
OF THE INVESTOR


 


4.1
At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the
Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition
precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities
and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method
of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities
and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor
covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall
comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement.


 


4.2
The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company
in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in
writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.


 


4.3
The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section
3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3.6 or the first sentence of 3.5.


 


SECTION
V


EXPENSES
OF REGISTRATION


 


All
legal expenses, other than underwriting discounts and commissions and other than as set forth in the Equity Financing Agreement, incurred
in connection with registrations including comments, filings or qualifications pursuant to Sections 2 and 3, including, without limitation,
all registration, listing and qualifications fees, and printing fees shall be paid by the Company.


 




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SECTION
VI


INDEMNIFICATION


 


In
the event any Registrable Securities are included in the Registration Statement under this Agreement:


 


6.1
To the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless and defend
the Investor who holds Registrable Securities, the directors, officers, partners, employees, counsel, agents, representatives of, and
each Person, if any, who controls, any Investor within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended
(the “1934 Act”) (each, an “Indemnified Person”), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively,
“Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation
or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC,
whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the
securities or other “blue sky” laws of any jurisdiction in which the Investor has requested in writing that the Company register
or qualify the Shares (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were
made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as
amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements
therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other
law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the
Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (I) through (iii) being, collectively,
“Violations”). Subject to the restrictions set forth in Section 6.3 the Company shall reimburse the Investor and each
such controlling person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable
expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6.1: (I) shall not apply to a Claim arising out of or based upon a Violation
which is due to the inclusion in the Registration Statement of the information furnished to the Company by any Indemnified Person expressly
for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) shall
not be available to the extent such Claim is based on (a) a failure of the Investor to deliver or to cause to be delivered the prospectus
made available by the Company or (b) the Indemnified Person’s use of an incorrect prospectus despite being promptly advised in
advance by the Company in writing not to use such incorrect prospectus; (iii) any claims based on the manner of sale of the Registrable
Securities by the Investor or of the Investor’s failure to register as a dealer under applicable securities laws; (iv) any omission
of the Investor to notify the Company of any material fact that should be stated in the Registration Statement or prospectus relating
to the Investor or the manner of sale; and (v) any amounts paid in settlement of any Claim if such settlement is effected without the
prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable
Securities by the Investor pursuant to the Registration Statement.


 




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6.2
In connection with any Registration Statement in which Investor is participating, the Investor agrees to severally and jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each of its directors,
each of its officers who signs the Registration Statement, each Person, if any, who controls the Company within the meaning of the 1933
Act or the 1934 Act and the Company’s agents (collectively and together with an Indemnified Person, an “Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar
as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent,
that such Violation is due to the inclusion in the Registration Statement of the written information furnished to the Company by the
Investor expressly for use in connection with such Registration Statement; and, subject to Section 6.3, the Investor will reimburse any
legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however,
that the indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Section 7 shall
not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor,
which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall only be liable under this Section
6.2 for that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of
Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Party and shall survive the resale of the Registrable Securities by the Investor
pursuant to the Registration Statement. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained
in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue
statement or omission of material fact contained in the preliminary prospectus were corrected on a timely basis in the prospectus, as
then amended or supplemented. This indemnification provision shall apply separately to each Investor and liability hereunder shall not
be joint and several.


 


6.3
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action
or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses
to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party,
the representation by counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to
actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding. The indemnifying party shall pay for only one (1) separate legal counsel for the Indemnified Persons or the
Indemnified Parties, as applicable, and such counsel shall be selected by the Investor, if the Investor is entitled to indemnification
hereunder, or the Company, if the Company is entitled to indemnification hereunder, as applicable. The Indemnified Party or Indemnified
Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Claim by
the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified
Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised
at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable
for any settlement of any action, claim or proceeding affected without its written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified
Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release
from all liability in respect to such Claim. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the
matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time
of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified
Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.


 




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6.4
The indemnity agreements contained herein shall be in addition to (I) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant
to the law.


 


SECTION
VII


CONTRIBUTION


 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (I) no contribution shall be made under circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 6; (ii) no seller of Registrable Securities guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any seller of Registrable Securities who was not
guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to
the net amount of proceeds received by such seller from the sale of such Registrable Securities.


 


SECTION
VIII


REPORTS
UNDER THE 1934 ACT


 


8.1
With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule
144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees
to:


 


a.
make and keep adequate current public information available, as those terms are understood and defined in Rule 144;


 


b.
file with the SEC and/or OTC Markets in a timely manner all reports and other documents required of the Company under the 1933 Act and
the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s
obligations under Section 5(c) of the Equity Financing Agreement) and the filing of such reports and other documents is required for
the applicable provisions of Rule 144; and


 


c.
furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements
of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell
such securities pursuant to Rule 144 without registration.


 




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SECTION
X


MISCELLANEOUS


 


9.1
NOTICES. Any notices or other communications required or permitted to be given under the terms of this Agreement that must be
in writing will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided a confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii)
one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive
the same. The addresses and facsimile numbers for such communications shall be:


 


	 	If
    to the Company:	HUMBL,
    Inc.
	 	 	600
    B Street, Suite 300
	 	 	San
    Diego, California 92101
	 	 	 
	 	With
    a copy to:	Culhane
    Meadows
	 	 	1101
    Pennsylvania Avenue, N.W., Suite 300
	 	 	Washington,
    D.C., 20004
	 	 	 
	 	If
    to the Investor:	Brighton
    Capital Partners, LLC


 


Each
party shall provide five (5) business days prior notice to the other party of any change in address, phone number or facsimile number.


 


9.2
NO WAIVERS. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising
such right or remedy, shall not operate as a waiver thereof.


 


9.3
NO ASSIGNMENTS. The rights and obligations under this Agreement shall not be assignable.


 


9.4
ENTIRE AGREEMENT/AMENDMENT. This Agreement and the Registered Offering Transaction Documents constitute the entire agreement among
the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein. This Agreement and the Registered Offering Transaction Documents supersede
all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof. The provisions
of this Agreement may be amended only with the written consent of the Company and Investor.


 


9.5
HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof. Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine.
This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all the parties had prepared
the same.


 


9.6
COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the
same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means
with the same force and effect as if such signature page were an original thereof.


 




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9.7
FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


9.8
SEVERABILITY. In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or
otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the
maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected
or impaired thereby.


 


9.9
LAW GOVERNING THIS AGREEMENT. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the federal courts located in Travis County, Texas. 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 parties executing this Agreement and other agreements referred to herein or
delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably
waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees
and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith
and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement
or any other Registered Offering Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any other manner permitted by law.


 


9.10
NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of,
nor may any provision hereof be enforced by, any other person, except that the Company acknowledges that the rights of the Investor may
be enforced by its general partner.


 


[Signature
page follows]


 




    	38



    	 



    

 


Your
signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Registration Rights Agreement
as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Registration Rights
Agreement, and the representations made by the undersigned in this Registration Rights Agreement are true and accurate, and agrees to
be bound by its terms.


 


	 	BRIGHTON
    CAPITAL PARTNERS, LLC
	 	 
	 	By:	 
	 	 	Lucas
Hales, Manager 
	 	 
	 	HUMBL,
    INC.
	 	 
	 	By:	
	 	 	Brian
Foote, CEO 


 




    	39



    	 



    

 


EXHIBIT
B


 


FORM
OF PUT NOTICE


 


Date:


 


RE:
Put Notice Number __


 


Dear
Mr./Ms.__________,


 


This
is to inform you that as of today, HUMBL, Inc., a Delaware corporation (the “Company”), hereby elects to exercise its right
pursuant to the Equity Financing Agreement to require Brighton Capital Partners, LLC to purchase shares of its common stock. The Company
hereby certifies that:


 


The
amount of this put is $__________.


 


The
Pricing Period runs from _______________ until _______________.


 


The
Purchase Price is: $_______________


 


The
number of Put Shares due: ___________________.


 


The
current number of shares of common stock issued and outstanding is: _________________.


 


The
number of shares currently available for issuance on the S-1 is: ________________________.


 


Regards,


 


	HUMBL,
    Inc. 	 
	 	     	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


	 	Very
    truly yours,
	 	 
	 	[Company
    Counsel]


 




    	40



    	 



    

 


EXHIBIT
C


 


FORM
OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Date:
__________


 


[TRANSFER
AGENT]


 


Re:
HUMBL, Inc.


 


Ladies
and Gentlemen:


 


We
are counsel to HUMBL, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that
certain Equity Financing Agreement (the “Investment Agreement”) entered into by and between the Company and Brighton Capital
Partners, LLC (the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the Company’s
common stock, $0.00001 (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to
the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration
Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined
in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the
Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration
Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S-1 (File No. __-________) (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names
the Investor as a selling shareholder thereunder.


 


In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the 1933 Act at ______ on __________, 20__ and we have no knowledge, after
telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any
proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under
the 1933 Act pursuant to the Registration Statement


 




    	41



    	 



    

 


EXHIBIT
D


 


PUT
SETTLEMENT SHEET


 


Date:
________________


 


Dear
Mr. ________,


 


Pursuant
to the Put given by HUMBL, Inc., to Brighton Capital Partners, LLC (“BCP”) on _________________ 202_, we are now submitting
the amount of common shares for you to issue to BCP.


 


Please
have a certificate bearing no restrictive legend totaling __________ shares issued to BCP immediately and send via DWAC to the following
account:


 


[INSERT]


 


If
not DWAC eligible, please send FedEx Priority Overnight to:


 


[INSERT
ADDRESS]


 


Once
these shares are received by us, we will have the funds wired to the Company.


 


Regards,


 


	BRIGHTON
    CAPITAL PARTNERS, LLC	 
	 	 	 
	By:	           	 
	Name:	 	 
	Title	 	 


 




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