Exhibit
10.54


 


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


HUMBL,
INC.


 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK


 


1. Issuance.
For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase
Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HUMBL,
Inc., a Delaware corporation, its successors and/or assigns (“Company”), Charger
Corporation, an Ontario corporation, its successors and/or registered assigns (“Investor”), is hereby granted
the right to purchase at any time on or after the Issue Date (as defined below) until December 31, 2023 (the “Expiration Date”),
94,000,000 fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par value
$0.00001 per share (the “Common Stock”), as such number may be adjusted from time to time pursuant to the terms and
conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”).


 


This
Warrant is a reissuance of that certain Warrant to Purchase Common Shares issued by Company to Investor on December 4, 2020 (the “Original
Warrant”). The Original Warrant was issued pursuant to the terms of that certain Warrant Purchase Agreement dated December
4, 2020 between Company and Investor (as the same may be amended from time to time, the “Purchase Agreement”). This
Warrant is being reissued to reflect certain Warrant transfers and exercises made by Investor. This Warrant shall supersede and replace
the Original Warrant. This Warrant is issued on November 22, 2021 (the “Issue Date”) but shall maintain the original
issue date of the Original Warrant of December 4, 2020. Certain capitalized terms used herein are defined in Attachment 1 attached
hereto and incorporated herein by this reference.


 


2. Exercise
of Warrant.


 


2.1. General.


 


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


 






    	 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7. Transfer
to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933,
as amended (the “1933 Act”). Neither this Warrant nor the Warrant Shares may be sold, transferred, pledged or hypothecated
without (a) an effective registration statement under the 1933 Act relating to such security or (b) an opinion of counsel reasonably
satisfactory to Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the
1933 Act, each certificate for this Warrant and any Warrant Shares shall contain a legend, in form and substance satisfactory to counsel
for Company, setting forth the restrictions on transfer contained in this Section 7.


 






    	 



    	 



    

 


8. Notices.
Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices” in the
Purchase Agreement, the terms of which are incorporated herein by reference.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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






 






    	 



    	 



    

 


ATTACHMENT
1


DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


A12.
“Exercise Price” means $0.20 per share of Common Stock, as the same may be adjusted from time to time pursuant to
the terms and conditions of this Warrant.


 


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


 


EXHIBIT
A


 


NOTICE
OF EXERCISE OF WARRANT


 


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






 


The
undersigned hereby irrevocably elects to exercise the right, represented by the Warrant to Purchase Shares of Common Stock dated as of
December 4, 2020 (the “Warrant”), to purchase shares of the common stock, $0.00001 par value (“Common Stock”),
of HUMBL, Inc., and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:


 


Warrant
Shares: _______________________


 


Exercise
Price: $_______________________


 


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


 


Payment
is being made by:





	 	_____	enclosed
    check
	 	_____	wire
    transfer
	 	_____	other




 


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


 


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


 


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


 


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


 


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


 


_____________________________________


_____________________________________


_____________________________________


 


Dated:
_____________________


 


___________________________


[Name
of Investor]


 


By:________________________