EXHIBIT
10.11 


 


CONVERTIBLE
PROMISSORY NOTE 


 


	Effective
  Date: April 14, 2021 	U.S.
  $3,300,000.00




 


FOR
VALUE RECEIVED, HUMBL, Inc., a Delaware corporation (“Borrower”), promises
to pay to Brighton Capital Partners, LLC, a Texas limited liability company, or its successors
or assigns (“Lender”), $3,300,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date
that is fifteen (15) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth
herein and to pay interest on the Outstanding Balance at the rate of ten percent (10%) per annum from the Purchase Price Date until the
same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty
(30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. This Convertible Promissory Note
(this “Note”) is issued and made effective as of April 14, 2021 (the “Effective Date”). This Note
is issued pursuant to that certain Securities Purchase Agreement dated April 14, 2021, as the same may be amended from time to time,
by and between Borrower and Lender (the “Purchase Agreement”). Certain capitalized terms used herein are defined in
Attachment 1 attached hereto and incorporated herein by this reference.


 


This
Note carries an OID of $300,000.00. The purchase price for this Note shall be $3,000,000.00 (the “Purchase Price”),
computed as follows: $3,300,000.00 original principal balance, less the OID. The Purchase Price shall be payable by Lender by wire transfer
of immediately available funds.


 


1.
Payment; Prepayment; Use of Proceeds.


 


1.1.
Payment. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined
below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments
shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest,
and thereafter, to (d) principal.


 


1.2.
Prepayment. Notwithstanding the foregoing, Borrower shall have the right to prepay all or any portion of the Outstanding Balance
(less such portion of the Outstanding Balance for which Borrower has received a Lender Conversion Notice (as defined below) or a Redemption
Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered). If Borrower exercises its
right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 115% multiplied by the portion of the
Outstanding Balance Borrower elects to prepay.


 


2.
Security. This Note is unsecured.


 


3.
Lender Optional Conversion.


 


3.1.
Lender Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid
in full, at its election, to convert (“Lender Conversion”) all or any portion of the Outstanding Balance into shares
(each instance of conversion is referred to herein as a “Lender Conversion Shares”) of fully paid and non-assessable
common stock, $0.00001 par value per share (the “Common Stock”), of Borrower as per the following conversion formula:
the number of Lender Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the
Lender Conversion Price (as defined below). Conversion notices in the form attached hereto as Exhibit A (each, a “Lender
Conversion Notice”) may be effectively delivered to Borrower by any method set forth in the “Notices” Section of
the Purchase Agreement, and all Lender Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver
the Lender Conversion Shares from any Lender Conversion to Lender in accordance with Section 9 below.


 




    	 



    	 



    

 


3.2.
Lender Conversion Price. Subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all
or any portion of the Outstanding Balance into Common Stock is $3.15 per share (the “Lender Conversion Price”).


 


4.
Defaults and Remedies.


 


4.1.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails
to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to deliver any
Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined
below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material
part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within
sixty (60) days; (e) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they
become due, subject to applicable grace periods, if any; (f) Borrower makes a general assignment for the benefit of creditors; (g) Borrower
files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (h) an involuntary bankruptcy proceeding
is commenced or filed against Borrower; (i) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to
observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein
or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section
4.1 and Section 4 of the Purchase Agreement; (j) any representation, warranty or other statement made or furnished by or on behalf of
Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein, in any Transaction Document, or otherwise in connection
with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (k) the
occurrence of a Fundamental Transaction without Lender’s prior written consent; (l) Borrower fails to maintain the Share Reserve
(as defined in the Purchase Agreement); (m) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary
of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unvacated, unbonded or unstayed for
a period of twenty (20) calendar days unless otherwise consented to by Lender; or (n) Borrower fails to observe or perform any covenant
set forth in Section 4 of the Purchase Agreement.


 


4.2.
Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender may accelerate
this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default
Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its option, elect
to increase the Outstanding Balance by applying the Default Effect (subject to the limitation set forth below) via written notice to
Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall be increased as of the date of the
occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding Balance shall not be immediately due
and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply the Default Effect pursuant to this sentence,
it shall reserve the right to declare the Outstanding Balance immediately due and payable at any time and no such election by Lender
shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately due and payable as set forth herein unless
otherwise agreed to by Lender in writing). Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses
(d), (e), (f), (g) or (h) of Section 4.1, the Outstanding Balance as of the date of acceleration shall become immediately and automatically
due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender. At any time following the occurrence
of any Event of Default, upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning
on the date the applicable Event of Default occurred at an interest rate equal to the lesser of twenty-two percent (22%) per annum or
the maximum rate permitted under applicable law (“Default Interest”). For the avoidance of doubt, Lender may continue
making Lender Conversions and Redemption Conversions (as defined below) at any time following an Event of Default until such time as
the Outstanding Balance is paid in full. In connection with acceleration described herein, Lender need not provide, and Borrower hereby
waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace
period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration
may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note
until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall affect any
subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other
remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief
with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to the
terms hereof.


 




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5.
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable
obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now
has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein
in accordance with the terms of this Note.


 


6.
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting
the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent
to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit
a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 


7.
Adjustment of Lender Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision hereof,
if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding Common Stock into a greater number of shares, the Lender Conversion Price in effect immediately
prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if Borrower at any time on or after
the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding Common Stock into
a smaller number of shares, the Lender Conversion Price in effect immediately prior to such combination will be proportionately increased.
Any adjustment pursuant to this Section 7 shall become effective immediately after the effective date of such subdivision or combination.
If any event requiring an adjustment under this Section 7 occurs during the period that a Redemption Conversion Price is calculated hereunder,
then the calculation of such Redemption Conversion Price shall be adjusted appropriately to reflect such event.


 


8.
Borrower Redemptions.


 


8.1.
Redemption Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Redemption Conversion
(the “Redemption Conversion Price”) shall be the lesser of (a) the Lender Conversion Price, and (b) the Market Price.


 


8.2.
Redemption Conversions. Beginning on the earlier of the date that is twelve (12) months from the Purchase Price Date and the date
the Form S-1 registration statement is declared effective, Lender shall have the right, exercisable at any time in its sole and absolute
discretion, to redeem all or any portion of the Note (such amount, the “Redemption Amount”) by providing Borrower
with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each
date on which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit
to Borrower one (1) or more Redemption Notices in any given calendar month. Payments of each Redemption Amount may be made (a) in cash,
or (b) by converting such Redemption Amount into Common Stock (“Redemption Conversion Shares”, and together with the
Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8.2 (each, a “Redemption
Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption
Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is
delivered to Lender on the third (3rd) Trading Day immediately following the applicable Redemption Date and the Redemption
Conversion Shares are delivered to Lender on or before the applicable Delivery Date (as defined below). Notwithstanding the foregoing,
Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall
be required to pay the Redemption Amount in cash, if on the applicable Redemption Date there is an Equity Conditions Failure, and such
failure is not waived in writing by Lender. Borrower will also not be entitled to elect a Redemption Conversion with respect to any portion
of any applicable Redemption Amount and shall be required to pay such Redemption Amount in cash, if on the applicable Redemption Date,
the Redemption Conversion Price is below the Floor Price. Notwithstanding that failure to repay this Note in full by the Maturity Date
is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8.2 until the Outstanding
Balance is repaid in full.


 




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8.3.
Allocation of Redemption Amounts. Following its receipt of a Redemption Notice, Borrower may either ratify Lender’s proposed
allocation in the applicable Redemption Notice or elect to change the allocation by written notice to Lender by email or fax within twenty-four
(24) hours of its receipt of such Redemption Notice, so long as the sum of the cash payments and the amount of Redemption Conversions
equal the applicable Redemption Amount. If Borrower fails to notify Lender of its election to change the allocation prior to the deadline
set forth in the previous sentence, it shall be deemed to have ratified and accepted the allocation set forth in the applicable Redemption
Notice prepared by Lender. Borrower acknowledges and agrees that the amounts and calculations set forth thereon are subject to correction
or adjustment because of error, mistake, or any adjustment resulting from an Event of Default or other adjustment permitted under the
Transaction Documents (an “Adjustment”). Furthermore, no error or mistake in the preparation of such notices, or failure
to apply any Adjustment that could have been applied prior to the preparation of a Redemption Notice may be deemed a waiver of Lender’s
right to enforce the terms of any Note, even if such error, mistake, or failure to include an Adjustment arises from Lender’s own
calculation. Borrower shall deliver the Redemption Conversion Shares from any Redemption Conversion to Lender in accordance with Section
9 below on or before each applicable Delivery Date.


 


9.
Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following each
Redemption Date or the third (3rd) Trading Day following the date of delivery of a Lender Conversion Notice, as applicable
(the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time and such Conversion Shares are eligible
for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the
account designated by Lender in the applicable Lender Conversion Notice or Redemption Notice. If Borrower is not DWAC Eligible or such
Conversion Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated in the Lender Conversion
Notice or Redemption Notice), via reputable overnight courier, a certificate representing the number of shares of Common Stock equal
to the number of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance
of doubt, Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable,
has actually received the certificate representing the applicable Conversion Shares no later than the close of business on the relevant
Delivery Date pursuant to the terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction
Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares without a restrictive securities legend
to Lender on grounds that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”),
Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender with a restricted securities
legend, but otherwise in accordance with the provisions of this Section 9. In conjunction therewith, Borrower will also deliver to Lender
a written explanation from its counsel or its transfer agent’s counsel opining as to why the issuance of the applicable Conversion
Shares violates Rule 144.


 




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10.
Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in Section 9, Lender
may at any time prior to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a corresponding
increase to the Outstanding Balance (any returned amount will tack back to the Purchase Price Date for purposes of determining the holding
period under Rule 144). In addition, for each Lender Conversion, in the event that Lender Conversion Shares are not delivered by the
third (3rd) Trading Day (inclusive of the day of the Conversion), a late fee equal to 2% of the applicable Conversion Share
Value rounded to the nearest multiple of $100.00 but with a floor of $500.00 per day (but in any event the cumulative amount of such
late fees for each Conversion shall not exceed 200% of the applicable Conversion Share Value) will be assessed for each day after the
third (3rd) Trading Day (inclusive of the day of the Conversion) until Lender Conversion Share delivery is made; and such
late fee will be added to the Outstanding Balance (such fees, the “Conversion Delay Late Fees”).


 


11.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower
shall not effect any conversion of this Note to the extent that after giving effect to such conversion 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 Common Stock issuable upon such issuance) (the “Maximum Percentage”). For purposes
of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. Notwithstanding the
forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization is
less than $10,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%”
pursuant to the preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by
Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself
but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable,
unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.


 


12.
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right
to have any such opinion provided by its counsel.


 


13.
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Texas, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of Texas. The provisions set forth in the Purchase Agreement to
determine the proper venue for any disputes are incorporated herein by this reference.


 


14.
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically
be deemed canceled, and shall not be reissued.


 


15.
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


16.
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any Common Stock issued
upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.


 




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17.
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given
in accordance with the subsection of the Purchase Agreement titled “Notices.”


 


18.
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of
this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’
inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender
and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but
instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s expectations
that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule
144).


 


19.
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the
objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.


 


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IN
WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.


 


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


 


	ACKNOWLEDGED,
    ACCEPTED AND AGREED:	 
	 	 
	LENDER:	 
	Brighton
    Capital Partners, LLC	 
	 	 	 
	By:		 
	 	Lucas
    Hales, Manager 	 


 


[Signature
Page to Convertible Promissory Note]


 




    	 



    	 



    







 


ATTACHMENT
1


DEFINITIONS


 


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


 


A1.
“Closing Bid Price” and “Closing Trade Price” means the last closing bid price and last closing
trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal market begins
to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then
the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if its principal market is not the principal securities exchange or trading market for the Common Stock, the last closing bid price
or last trade price, respectively, of the Common Stock on the principal securities exchange or trading market where the Common Stock
is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively,
of the Common Stock in the over-the-counter market on the electronic bulletin board for the Common Stock as reported by Bloomberg, or,
if no closing bid price or last trade price, respectively, is reported for the Common Stock by Bloomberg, the average of the bid prices,
or the ask prices, respectively, of any market makers for the Common Stock as reported by OTC Markets Group, Inc., and any successor
thereto. If the Closing Bid Price or the Closing Trade Price cannot be calculated for the Common Stock on a particular date on any of
the foregoing bases, the Closing Bid Price or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be
the fair market value as mutually determined by Lender and Borrower. All such determinations shall be appropriately adjusted for any
stock dividend, stock split, stock combination or other similar transaction during such period.


 


A2.
“Conversion” means a Lender Conversion under Section 3 or a Redemption Conversion under Section 8.


 


A3.
“Conversion Factor” means 80%.


 


A4.
“Conversion Share Value” means the product of the number of Lender Conversion Shares deliverable pursuant to any Lender
Conversion Notice multiplied by the Closing Trade Price of the Common Stock on the Delivery Date for such Lender Conversion.


 


A5.
“Default Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default occurred
by (a) fifteen percent (15%) for each occurrence of any Major Default, or (b) five percent (5%) for each occurrence of any Minor Default,
and then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with the sum
of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred; provided
that the Default Effect may only be applied three (3) times hereunder with respect to Major Defaults and three (3) times hereunder with
respect to Minor Defaults; and provided further that the Default Effect shall not apply to any Event of Default pursuant to Section 4.1(b)
hereof.


 


A6.
“DTC” means the Depository Trust Company or any successor thereto.


 


A7.
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


 


A8.
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


 


A9.
“DWAC Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant to DTC’s
operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved (without
revocation) by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program;
(d) the Conversion Shares are otherwise eligible for delivery via DWAC; and (e) Borrower’s transfer agent does not have a policy
prohibiting or limiting delivery of the Conversion Shares via DWAC.


 


A10.
“Equity Conditions Failure” means that any of the following conditions has not been satisfied on any given Redemption
Date: (a) with respect to the applicable date of determination all of the Conversion Shares would be freely tradable under Rule 144,
under an effective registration statement, or without the need for registration under any applicable federal or state securities laws
(in each case, disregarding any limitation on conversion of this Note); (b) no Event of Default shall have occurred or be continuing
hereunder; and (c) the average and median daily dollar volume of the Common Stock on its principal market for the previous twenty (20)
and two hundred (200) Trading Days is be greater than $500,000.00.


 




    	Attachment 1 to Convertible Promissory Note, Page 1



    	 



    







 


A11.
“Floor Price” means $0.10 per share of Common Stock.


 


A12.
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in
one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving
corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties
or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than
50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or
persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange
offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a
stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding
shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making
or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement
or other business combination), or (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,
reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized shares of Borrower’s
Common Stock, or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d)
of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined
in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding
voting stock of Borrower.


 


A13.
“Major Default” means any Event of Default occurring under Sections 4.1(a), 4.1(c), 4.1(l), or 4.1(n).


 


A14.
“Mandatory Default Amount” means the Outstanding Balance following the application of the Default Effect.


 


A15.
“Market Capitalization” means a number equal to (a) the average VWAP of the Common Stock for the immediately preceding
fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding Common Stock as reported on Borrower’s most recently
filed Form 10-Q or Form 10-K.


 


A16.
“Market Price” means the Conversion Factor multiplied by the lowest Closing Trade Price during the ten (10) Trading
Days immediately preceding the applicable measurement date.


 


A17.
“Minor Default” means any Event of Default that is not a Major Default.


 


A18.
“OID” means an original issue discount.


 


A19.
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case
may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense Amount, accrued
but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance
and similar taxes and fees related to Conversions, and any other fees or charges (including without limitation Conversion Delay Late
Fees) incurred under this Note.


 


A20.
“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A21.
“Trading Day” means any day on which Borrower’s principal market is open for trading.


 


A22.
“VWAP” means the volume weighted average price of the Common Stock on the principal market for a particular Trading
Day or set of Trading Days, as the case may be, as reported by Bloomberg.


 


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    	Attachment 1 to Convertible Promissory Note, Page 2



    	 



    

 


EXHIBIT
A


 


Brighton
Capital Partners, LLC


3500
San Mateo Court


Austin,
Texas 78738


 





	HUMBL,
    Inc.	Date:____________











Attn:
Brian Foote


600
B Street, Suite 300


San
Diego, California 92101


 


LENDER
CONVERSION NOTICE


 


The
above-captioned Lender hereby gives notice to HUMBL, Inc., a Delaware corporation (the “Borrower”), pursuant to that
certain Convertible Promissory Note made by Borrower in favor of Lender on April 14, 2021 (the “Note”), that Lender
elects to convert the portion of the Note balance set forth below into fully paid and non-assessable Common Stock of Borrower as of the
date of conversion specified below. Said conversion shall be based on the Lender Conversion Price set forth below. In the event of a
conflict between this Lender Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender
in its sole discretion, Lender may provide a new form of Lender Conversion Notice to conform to the Note. Capitalized terms used in this
notice without definition shall have the meanings given to them in the Note.


 


A.
Date of Conversion: ____________


B.
Lender Conversion #: ____________


C.
Conversion Amount: ____________


D.
Lender Conversion Price: _______________


E.
Lender Conversion Shares: _______________ (C divided by D)


F.
Remaining Outstanding Balance of Note: ____________*


 


*
Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined in
the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Lender Conversion Notice
and such Transaction Documents.


 


Please
transfer the Lender Conversion Shares electronically (via DWAC) to the following account:





 


	Broker:
    ____________	Address:
    	____________
	DTC#:
    ____________	 	____________
	Account
    #: ____________	 	____________
	Account
    Name: ____________	 	 














 


To
the extent the Lender Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated
shares to Lender via reputable overnight courier after receipt of this Lender Conversion Notice (by facsimile transmission or otherwise)
to:


_____________________________________


_____________________________________


_____________________________________


 





[Signature
Page Follows]


 




    	Exhibit A to Convertible Promissory Note, Page 1



    	 



    




 


Sincerely,


 


Lender:


 


	Brighton
    Capital Partners, LLC	 
	 	 	 
	By:
    		 
	 	Lucas
    Hales, Manager	 





 




    	Exhibit A to Convertible Promissory Note, Page 2



    	 



    







 


EXHIBIT
B


 


Brighton
Capital Partners, LLC


3500
San Mateo Court


Austin,
Texas 78738


 


	HUMBL,
    Inc.	Date:
    ____________








Attn:
Brian Foote


600
B Street, Suite 300


San
Diego, California 92101


 


REDEMPTION
NOTICE


 


The
above-captioned Lender hereby gives notice to HUMBL, Inc., a Delaware corporation (the “Borrower”), pursuant to that
certain Convertible Promissory Note made by Borrower in favor of Lender on April 14, 2021 (the “Note”), that Lender
elects to redeem a portion of the Note in Redemption Conversion Shares or in cash as set forth below. In the event of a conflict between
this Redemption Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion,
Lender may provide a new form of Redemption Notice to conform to the Note. Capitalized terms used in this notice without definition shall
have the meanings given to them in the Note.


 


REDEMPTION
INFORMATION 


 


A.
Redemption Date: ____________, 201_


B.
Redemption Amount: ____________


C.
Portion of Redemption Amount to be Paid in Cash: ____________


D.
Portion of Redemption Amount to be Converted into Common Stock: ____________ (B minus C)


E.
Redemption Conversion Price: _______________ (lower of (i) Lender Conversion Price in effect and (ii) Market Price as of Redemption Date)


F.
Redemption Conversion Shares: _______________ (D divided by E)


G.
Remaining Outstanding Balance of Note: ____________ *


 


*
Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined in
the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Redemption Notice and
such Transaction Documents.


 


Please
transfer the Redemption Conversion Shares, if applicable, electronically (via DWAC) to the following account:


 


 


	Broker:
    ____________	Address:
    	____________
	DTC#:
    ____________	 	____________
	Account
    #: ____________	 	____________
	Account
    Name: ____________	 	 








 


To
the extent the Redemption Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such
certificated shares to Lender via reputable overnight courier after receipt of this Redemption Notice (by facsimile transmission or otherwise)
to:


 


_____________________________________


_____________________________________


_____________________________________





 




    	Exhibit B to Convertible Promissory Note, Page 1



    	 



    




 


Sincerely,


 


Lender:


 


	Brighton
    Capital Partners, LLC	 
	 	 	 
	By:
    		 
	 	Lucas
    Hales, Manager	 





 




    	Exhibit B to Convertible Promissory Note, Page 2