Exhibit 10.12 


 


EQUITY
FINANCING AGREEMENT


 


This
EQUITY FINANCING 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 Texas limited liability company (the “Investor”).


 


RECITALS:


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to $50,000,000 (the
“Commitment Amount”), over the course of twelve (12) months immediately following the Effective Date to purchase the
Company’s common stock, $0.00001 per share (the “Common Stock”);


 


WHEREAS,
such investments will be made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “1933 Act”), Rule 506 of Regulation D promulgated by the SEC under the 1933 Act, and/or
upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the investments
in Common Stock to be made hereunder; and


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”) pursuant
to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations promulgated
thereunder, and applicable state securities laws.


 


NOW,
THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and
agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Company and the Investor hereby agree as follows:


 


SECTION
I.


DEFINITIONS


 


For
all purposes of and under this Agreement, the following terms shall have the respective meanings below, and such meanings shall be equally
applicable to the singular and plural forms of such defined terms.


 


“1933
Act” shall have the meaning set forth in the recitals.


 


“1934
Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations
of the SEC thereunder, all as the same will then be in effect.


 


“Affiliate”
shall have the meaning set forth in Section 5.7.


 




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“Agreement”
shall have the meaning set forth in the preamble.


 


“Bridge
Note” means that certain Convertible Promissory Note issued by the Company in favor of the Investor on April 14, 2021 in the
original principal amount of $3,300,000.


 


“By-laws”
shall have the meaning set forth in Section 4.3.


 


“Certificate
of Incorporation” shall have the meaning set forth in Section 4.3.


 


“Closing”
shall have the meaning set forth in Section 2.4.


 


“Closing
Date” shall have the meaning set forth in Section 2.4.


 


“Commitment
Shares” shall have the meaning set forth in Section 5.13.


 


“Common
Stock” shall have the meaning set forth in the recitals.


 


“Control”
or “Controls” shall have the meaning set forth in Section 5.7.


 


“Effective
Date” shall mean the date the SEC declares effective under the 1933 Act the Registration Statement covering the Securities.


 


“Environmental
Laws” shall have the meaning set forth in Section 4.13.


 


“Execution
Date” shall have the meaning set forth in the preamble.


 


“Indemnified
Liabilities” shall have the meaning set forth in Section 10.


 


“Indemnitees”
shall have the meaning set forth in Section 10.


 


“Indemnitor”
shall have the meaning set forth in Section 10.


 


“Ineffective
Period” shall mean any period of time that the Registration Statement or any supplemental registration statement becomes ineffective
or unavailable for use for the sale or resale, as applicable, of any or all of the Registrable Securities (as defined in the Registration
Rights Agreement) for any reason (or in the event the prospectus under either of the above is not current and deliverable) during any
time period required under the Registration Rights Agreement.


 


“Investor”
shall have the meaning set forth in the preamble.


 


“Market
Price” shall mean the lowest daily volume weighted average price (“VWAP”) of the Common Stock during the
Pricing Period.


 


“Material
Adverse Effect” shall have the meaning set forth in Section 4.1.


 


“Maximum
Common Stock Issuance” shall have the meaning set forth in Section 2.5.


 




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“Open
Period” shall mean the period beginning on and including the Trading Day immediately following the Effective Date and ending
on the termination of the Agreement in accordance with Section 8.


 


“Pricing
Period” shall mean the ten (10) consecutive Trading Days preceding the relevant Put Notice Date.


 


“Principal
Market” shall mean the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the
Nasdaq Global Select Market, OTCQB, OTCQX, or whichever is the principal market on which the Common Stock is listed.


 


“Prospectus”
shall mean the prospectus, preliminary prospectus and supplemental prospectus used in connection with the Registration Statement.


 


“Purchase
Amount” shall mean the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.


 


“Purchase
Price” shall mean eighty percent (80%) of the Market Price.


 


“Put”
shall mean the Company is entitled to request equity investments (the “Put” or “Puts”) by the Investor,
pursuant to which the Company will issue Common Stock to the Investor with an aggregate Purchase Price equal to the value of the Put,
subject to a price per share calculation based on the Market Price.


 


“Put
Amount” shall mean the total dollar amount requested by the Company pursuant to an applicable Put. The timing and amounts of
each Put shall be at the discretion of the Company. The maximum dollar amount of each Put will not exceed two hundred and fifty percent
(250%) of the average daily trading dollar volume for the Common Stock during the ten (10) consecutive Trading Days preceding the Put
Notice Date. Unless otherwise agreed by the parties, no Put will be made in an amount equaling less than $10,000 or greater than the
lesser of (a) $3,500,000; and (b) 100% of the average daily trading dollar volume of the previous five (5) days; provided, however, in
no event shall the number of shares sold to Investor cause the aggregate number of shares of Common Stock beneficially owned by Investor
and its affiliates to exceed 4.99% of the outstanding share capital of Company at any one time.


 


“Put
Notice” shall mean a written notice sent to the Investor by the Company stating the Put Amount in U.S. dollars that the Company
intends to sell to the Investor pursuant to the terms of the Agreement and stating the current number of Shares issued and outstanding
on such date.


 


“Put
Notice Date” shall mean the Trading Day on which the Investor receives a Put Notice.


 


“Put
Restriction” shall mean a minimum of ten (10) Trading Days following a Put Notice Date. During this time, the Company shall
not be entitled to deliver another Put Notice.


 


“Put
Shares” shall have the meaning set forth in Section 2.4.


 




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“Registered
Offering Transaction Documents” shall mean this Agreement, the Registration Rights Agreement and the Bridge Note between the
Company and the Investor as of the date herewith.


 


“Registration
Rights Agreement” shall have the meaning set forth in the recitals.


 


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


 


“Related
Party” shall have the meaning set forth in Section 5.7.


 


“Resolution”
shall have the meaning set forth in Section 7.5.


 


“SEC”
shall mean the U.S. Securities and Exchange Commission.


 


“OTC
Markets Documents” shall have the meaning set forth in Section 4.6.


 


“Securities”
shall mean the shares of Common Stock issued pursuant to the terms of this Agreement and the Commitment Shares.


 


“Settlement
Date” shall have the meaning set forth in Section 2.4.


 


“Shares”
shall mean the shares of the Common Stock.


 


“Subsidiaries”
shall have the meaning set forth in Section 4.1.


 


“Trading
Day” shall mean any day on which the Principal Market for the Common Stock is open for trading, from the hours of 9:30 am until
4:00 pm.


 


“Transaction
Costs” the Company shall bear the costs of the Registration Statement.


 


SECTION
II


PURCHASE
AND SALE OF COMMON STOCK


 


2.1
PURCHASE AND SALE OF COMMON STOCK. Subject to the terms and conditions set forth herein, the Company shall sell to the Investor,
and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of up to $50,000,000.



 


2.2
DELIVERY OF PUT NOTICES. Subject to the terms and conditions herein, and from time to time during the Open Period, the Company
may, in its sole discretion, deliver a Put Notice to the Investor which states the dollar amount (designated in U.S. Dollars), which
the Company intends to sell to the Investor on a Closing Date (the “Put”). The Put Notice shall be in the form attached
hereto as Exhibit B and incorporated herein by reference. The Purchase Price of the Put shall be eighty percent (80%) percent
of the Market Price. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing
has been completed. There will be a minimum of ten (10) trading days between Put Notices. Unless otherwise agreed by the Company and
the Investor, no Put will be made in an amount equaling less than ten thousand dollars ($10,000) or greater than the lesser of (a) $3,500,000;
and (b) 100% of the average daily trading dollar volume of the previous five (5) days; provided, however, in no event shall the number
of shares sold to Investor cause the aggregate number of shares of Common Stock beneficially owned by Investor and its affiliates to
exceed 4.99% of the outstanding share capital of Company at any one time.


 




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2.3
CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SHARES. Notwithstanding anything to the contrary in this Agreement, the
Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing unless
each of the following conditions are satisfied:


 


i.
a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable
Securities (as defined in the Registration Rights Agreement) at all times until the Closing with respect to the subject Put Notice and
Company shall have delivered to its transfer agent a Notice of Effectiveness of Registration Statement in the form attached hereto as
Exhibit C;


 


ii.
at all times during the period beginning on the related Put Notice Date and ending on and including the related Closing Date, the Common
Stock shall have been listed or quoted for trading on the Principal Market and shall not have been suspended from trading thereon for
a period of two (2) consecutive Trading Days during the Open Period and the Company shall not have been notified of any pending or threatened
proceeding or other action to suspend the trading of the Common Stock;


 


iii.
the Company has complied with its obligations and is otherwise not in breach of or in default under, this Agreement, the Registration
Rights Agreement or any other agreement executed between the parties, which has not been cured prior to delivery of the Put Notice;


 


iv.
no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or
abandoned, prohibiting the purchase or the issuance of the Securities;


 


v.
the issuance of the Securities will not violate any requirements of the Principal Market;


 


vi.
the Company shall have uplisted to OTCQB or OTCQX; and


 


vii.
the Company shall have repaid the Bridge Note.


 


If
any of the events described in clauses (i) through (v) above occurs during a Pricing Period, then the Investor shall have no obligation
to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.


 




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2.4
MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8
of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and an amount of Shares equaling one hundred
percent (100%) of the Put Amount (the “Put Shares”) shall be delivered to the Investor’s broker for a particular
Put. Following its receipt of Put Notice, the Investor will deliver to the Company a Put Settlement Notice in substantially the form
attached hereto as Exhibit D.


 


The
Closing of a Put shall occur upon the first Trading Day following the confirmation of receipt and approval for trading by Investor’s
broker of the Put Shares, whereby the Company shall have caused the Transfer Agent to electronically transmit, prior to the applicable
Closing Date, the applicable Put Shares by crediting the account of the Investor’s broker with DTC through its Deposit Withdrawal
Agent Commission (“DWAC”) system. The Investor shall deliver the Purchase Amount specified in the Put Notice by wire
transfer of immediately available funds to an account designated by the Company if the aforementioned receipt and approval are confirmed
before 9:30 AM ET or on the following Trading Day if receipt and approval by the Investor’s broker is made after 9:30 AM ET (“Closing
Date” or “Closing”). In addition, on or prior to such Closing Date, each of the Company and Investor shall
deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant
to this Agreement in order to implement and effect the transactions contemplated herein.


 


2.5
OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, if during the Open Period the
Company becomes listed on an exchange which limits the number of shares of Common Stock that may be issued without shareholder approval,
then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that number of the shares of Common
Stock that may be issuable without shareholder approval (the “Maximum Common Stock Issuance”). If such issuance of
shares of Common Stock could cause a delisting on the Principal Market then the Maximum Common Stock Issuance shall first be approved
by the Company’s shareholders in accordance with applicable law and the By-laws and the Certificate of Incorporation of the Company.
The parties understand and agree that the Company’s failure to seek or obtain such shareholder approval shall in no way adversely
affect the validity and due authorization of the issuance and sale of Securities or the Investor’s obligation in accordance with
the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance, and that such
approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2.5.


 


2.6
LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor
be entitled to purchase that number of Shares, which when added to the sum of the number of shares of Common Stock beneficially owned
(as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed 4.99% of the number of shares
of Common Stock outstanding on the Closing Date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.


 




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SECTION
III


 


INVESTOR’S
REPRESENTATIONS, WARRANTIES AND COVENANTS


 


The
Investor represents and warrants to the Company, and covenants, that to the best of the Investor’s knowledge:


 


3.1
SOPHISTICATED INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and
experience in financial and business matters and in making investment decisions of this type that it is capable of (I) evaluating the
merits and risks of an investment in the Securities and making an informed investment decision; (II) protecting its own interest; and
(III) bearing the economic risk of such investment for an indefinite period of time.


 


3.2
AUTHORIZATION; ENFORCEMENT. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor
and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability
to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws
relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


3.3
SECTION 9 OF THE 1934 ACT. During the term of this Agreement, the Investor will comply with the provisions of Section 9 of the
1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock.


 


3.4
ACCREDITED INVESTOR. Investor is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation
D of the 1933 Act.


 


3.5
NO CONFLICTS. The execution, delivery and performance of the Documents by the Investor and the consummation by the Investor of
the transactions contemplated hereby and thereby will not result in a violation of Partnership Agreement or other organizational documents
of the Investor.


 


3.6
OPPORTUNITY TO DISCUSS. The Investor has received all materials relating to the Company’s business, finance and operations
which it has requested. The Investor has had an opportunity to discuss the business, management and financial affairs of the Company
with the Company’s management.


 


3.7
INVESTMENT PURPOSES. The Investor is purchasing the Securities for its own account for investment purposes and not with a view
towards distribution and agrees to resell or otherwise dispose of the Securities solely in accordance with the registration provisions
of the 1933 Act (or pursuant to an exemption from such registration provisions).


 


3.8
NO REGISTRATION AS A DEALER. The Investor is not required to be registered as a “dealer” under the 1934 Act, either
as a result of its execution and performance of its obligations under this Agreement or otherwise.


 


3.9
GOOD STANDING. The Investor is a limited liability company, duly organized, validly existing and in good standing in the State
of Texas.


 




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3.10
TAX LIABILITIES. The Investor understands that it is liable for its own tax liabilities.


 


3.11
PROHIBITED TRADING. No short sales shall be permitted by the Investor or its affiliates or through any agents of the Investor
during the period commencing on the Execution Date and continuing through the termination of this Agreement.


 


SECTION
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Except
as set forth in the Schedules attached hereto, or as disclosed on the Company’s OTC Markets Documents, the Company represents and
warrants to the Investor that:


 


4.1
ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized and validly existing in good standing under the laws
of the State of Delaware and has the requisite corporate power and authorization to own its properties and to carry on its business as
now being conducted. Both the Company and the companies it owns or controls (“Subsidiaries”) are duly qualified to
do business and are in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted
by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have
a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means a change, event, circumstance,
effect or state of facts that has had or is reasonably likely to have, a material adverse effect on the business, properties, assets,
operations, results of operations, financial condition or prospects of the Company and its Subsidiaries, if any, taken as a whole, or
on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority
or ability of the Company to perform its obligations under the Registered offering Transaction Documents.


 


4.2
AUTHORIZATION; ENFORCEMENT COMPLIANCE WITH OTHER INSTRUMENTS.


 


i.
The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement
(collectively, the “Registered Offering Transaction Documents”), and to issue the Securities in accordance with the
terms hereof and thereof.


 


ii.
The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly
and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company,
its Board of Directors, or its shareholders.


 


iii.
The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company.


 




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iv.
The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company
in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’
rights and remedies.


 


4.3
CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of: (i) 7,450,000,000 shares of Common
Stock, $0.00001 par value, of which as of the date hereof 974,218,599 shares are issued and outstanding; (ii) 7,000,000 shares of Preferred
A Stock, $0.00001 par value, of which as of the date hereof 7,000,000 shares are issued and outstanding; (iii) 900,000 shares of Preferred
B Stock, $0.00001 par value, of which as of the date hereof 552,522 shares are issued and outstanding; and (iv) 150,000 shares of Preferred
B Stock, $0.00001 par value, of which as of the date hereof 0 shares are issued and outstanding. All of such outstanding shares have
been, or upon issuance will be, validly issued and are fully paid and non assessable.




Except as disclosed in the Company’s publicly available filings with OTC Markets, press releases, otherwise disclosed to the Investor
and as will be disclosed in the Registration Statement, and based on the best information available and efforts of the Company’s
management, or as otherwise set forth on Schedule 4.3:


 


i.
no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company;


 


ii.
there are no outstanding debt securities;


 


iii.
there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries,
or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue
additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the
Company or any of its Subsidiaries;


 


iv.
there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of
their securities under the 1933 Act (except the Registration Rights Agreement);


 


v.
there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and
there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become
bound to redeem a security of the Company or any of its Subsidiaries;


 


vi.
there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities
as described in this Agreement;


 




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vii.
the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement;
and


 


viii.
there is no dispute as to the classification of any shares of the Company’s capital stock.


 


The
Company has furnished to the Investor, or the Investor has had access through OTC Markets to, true and correct copies of the Company’s
Certificate of Incorporation and all amendments thereto, as in effect on the date hereof (the “Certificate of Incorporation”),
and the Company’s By-laws and all amendments thereto, as in effect on the date hereof (the “By-laws”), and the
terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.


 


4.4
ISSUANCE OF SHARES. As of the filing of the Registration Statement the Company will have reserved the amount of Shares included
in the Registration Statement for issuance pursuant to the Registered Offering Transaction Documents, which have been duly authorized
and reserved (subject to adjustment pursuant to the Company’s covenant set forth in Section 5.5 below) pursuant to this
Agreement. Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid for and non-assessable
and free from all taxes, liens and charges with respect to the issuance thereof. In the event the Company cannot register a sufficient
number of Shares for issuance pursuant to this Agreement, the Company will use its best efforts to authorize and reserve for issuance
the number of Shares required for the Company to perform its obligations hereunder as soon as reasonably practicable.


 


4.5
NO CONFLICTS. The execution, delivery and performance of the Registered Offering Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Certificate
of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company
or the By-laws; or (ii) conflict with, or constitute a material default (or an event which with notice or lapse of time or both would
become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material
agreement, contract, indenture mortgage, indebtedness or instrument to which the Company or any of its Subsidiaries is a party, or to
the Company’s knowledge result in a violation of any law, rule, regulation, order, judgment or decree (including United States
federal and state securities laws and regulations and the rules and regulations of the Principal Market or principal securities exchange
or trading market on which the Common Stock is traded or listed) applicable to the Company or any of its Subsidiaries or by which any
property or asset of the Company or any of its Subsidiaries is bound or affected. Neither the Company nor its Subsidiaries is in violation
of any term of, or in default under, the Certificate of Incorporation, any Certificate of Designations, Preferences and Rights of any
outstanding series of preferred stock of the Company or the By-laws or their organizational charter or by-laws, respectively, or any
contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable
to the Company or its Subsidiaries, except for possible conflicts, defaults, terminations, amendments, accelerations, cancellations and
violations that would not individually or in the aggregate have or constitute a Material Adverse Effect. The business of the Company
and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, statute, ordinance, rule, order or
regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court, except for possible violations the
sanctions for which either individually or in the aggregate would not have a Material Adverse Effect. Except as specifically contemplated
by this Agreement and as required under the 1933 Act or any securities laws of any states, to the Company’s knowledge, the Company
is not required to obtain any consent, authorization, permit or order of, or make any filing or registration (except the filing of a
registration statement as outlined in the Registration Rights Agreement between the parties) with, any court, governmental authority
or agency, regulatory or self-regulatory agency or other third party in order for it to execute, deliver or perform any of its obligations
under, or contemplated by, the Registered Offering Transaction Documents in accordance with the terms hereof or thereof. All consents,
authorizations, permits, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence
have been obtained or effected on or prior to the date hereof and are in full force and effect as of the date hereof. The Company and
its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company is not, and will
not be, in violation of the listing requirements of the Principal Market as in effect on the date hereof and on each of the Closing Dates
and is not aware of any facts which would reasonably lead to delisting of the Common Stock by the Principal Market in the foreseeable
future.


 




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4.6
OTC MARKETS DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by it with OTC Markets (all of the foregoing filed prior to the date hereof and all exhibits
included therein and financial statements and schedules thereto and documents incorporated by reference therein, and amendments thereto,
being hereinafter referred to as the “OTC Markets Documents”). The Company has delivered to the Investor or its representatives,
or they have had access through OTC Markets to, true and complete copies of the OTC Markets Documents. As of their respective filing
dates, the OTC Markets Documents complied in all material respects with the requirements of OTC Markets, and none of the OTC Markets
Documents, at the time they were filed with OTC Markets or the time they were amended, if amended, contained any untrue statement of
a material fact or omitted 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. As of their respective dates, the financial statements of the Company
included in the OTC Markets Documents complied as to form in all material respects with applicable accounting requirements and the published
rules and regulations of OTC Markets with respect thereto. Such financial statements have been prepared in accordance with generally
accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board (“PCAOB”)
consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary
statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results
of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
No other written information provided by or on behalf of the Company to the Investor which is not included in the OTC Markets Documents,
including, without limitation, information referred to in Section 4.3 of this Agreement, contains any untrue statement of a material
fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they
are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents
have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any
material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees
or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.


 




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4.7
ABSENCE OF CERTAIN CHANGES. Except as otherwise set forth in the OTC Markets Documents, the Company does not intend to change
the business operations of the Company in any material way. The Company has not taken any steps, and does not currently expect to take
any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge or reason to
believe that its creditors intend to initiate involuntary bankruptcy proceedings.


 


4.8
ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS. Except as set forth in the OTC Markets Documents, there is no action, suit,
proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or affecting the Company, the
Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers
or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.


 


4.9
ACKNOWLEDGMENT REGARDING INVESTOR’S PURCHASE OF SHARES. The Company acknowledges and agrees that the Investor is acting
solely in the capacity of an arm’s length investor with respect to the Registered Offering Transaction Documents and the transactions
contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated
hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered
Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase
of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s
decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company
and its representatives.


 


4.10
NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES. Except as set forth in the OTC Markets Documents, as of the
date hereof, no event, liability, development or circumstance has occurred or exists, or to the Company’s knowledge is contemplated
to occur, with respect to the Company or its Subsidiaries or their respective business, properties, assets, prospects, operations or
financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement
filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.


 




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4.11
EMPLOYEE RELATIONS. Neither the Company nor any of its Subsidiaries is involved in any union labor dispute nor, to the knowledge
of the Company or any of its Subsidiaries, is any such dispute threatened. Neither the Company nor any of its Subsidiaries is a party
to a collective bargaining agreement, and the Company and its Subsidiaries believe that relations with their employees are good. No executive
officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the Company’s employ
or otherwise terminate such officer’s employment with the Company.


 


4.12
INTELLECTUAL PROPERTY RIGHTS. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. Except as set
forth in the OTC Markets Documents, none of the Company’s trademarks, trade names, service marks, service mark registrations, service
names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual
property rights necessary to conduct its business as now or as proposed to be conducted have expired or terminated, or are expected to
expire or terminate within three (3) years from the date of this Agreement. The Company and its Subsidiaries do not have any knowledge
of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions,
licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development
of similar or identical trade secrets or technical information by others and, except as set forth in the OTC Markets Documents or otherwise
disclosed to the Investor, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge,
being threatened against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright,
license, service names, service marks, service mark registrations, trade secret or other infringement; and the Company and its Subsidiaries
are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and its Subsidiaries have taken
commercially reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties.


 


4.13
ENVIRONMENTAL LAWS. The Company and its Subsidiaries (i) are, to the knowledge of the management and directors of the Company
and its Subsidiaries, in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the
protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”); (ii) have, to the knowledge of the management and directors of the Company, received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance, to
the knowledge of the management and directors of the Company, with all terms and conditions of any such permit, license or approval where,
in each of the three (3) foregoing cases, the failure to so comply would have, individually or in the aggregate, a Material Adverse Effect.


 




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4.14
TITLE. The Company and its Subsidiaries have good and marketable title to all personal property owned by them which is material
to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as
are described in the OTC Markets Documents or such as do not materially affect the value of such property and do not interfere with the
use made and proposed to be made of such property by the Company or any of its Subsidiaries. Any real property and facilities held under
lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and
its Subsidiaries.


 


4.15
INSURANCE. Each of the Company’s Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary in the businesses in
which the Company and its Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries has been refused any insurance coverage
sought or applied for and neither the Company nor its Subsidiaries has any reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue
its business at a cost that would not have a Material Adverse Effect.


 


4.16
REGULATORY PERMITS. The Company and its Subsidiaries have in full force and effect all certificates, approvals, authorizations
and permits from the appropriate federal, state, local or foreign regulatory authorities and comparable foreign regulatory agencies,
necessary to own, lease or operate their respective properties and assets and conduct their respective businesses, and neither the Company
nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval,
authorization or permit, except for such certificates, approvals, authorizations or permits which if not obtained, or such revocations
or modifications which, would not have a Material Adverse Effect.


 


4.17
INTERNAL ACCOUNTING CONTROLS. Except as otherwise set forth in the OTC Markets Documents, the Company and each of its Subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance
with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles by a firm with membership to the PCAOB and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to
any differences. The Company’s management has determined that the Company’s internal accounting controls were not effective
as of the date of this Agreement as further described in the OTC Markets Documents.


 


4.18
NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has
or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract
or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.


 




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4.19
TAX STATUS. The Company and each of its Subsidiaries has made or filed all United States federal and state income and all other
tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company
and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)
and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know
of no basis for any such claim.


 


4.20
CERTAIN TRANSACTIONS. Except as set forth in the OTC Markets Documents filed at least ten (10) days prior to the date hereof and
except for arm’s length transactions pursuant to which the Company makes payments in the ordinary course of business upon terms
no less favorable than the Company could obtain from disinterested third parties, none of the officers, directors, or employees of the
Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or,
to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee
has a substantial interest or is an officer, director, trustee or partner, such that disclosure would be required in the OTC Markets
Documents.


 


4.21
DILUTIVE EFFECT. The Company understands and acknowledges that the number of shares of Common Stock issuable upon purchases pursuant
to this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the trading
price of the Common Stock declines during the period between the Effective Date and the end of the Open Period. The Company’s executive
officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize
that they have a potential dilutive effect on the shareholders of the Company. The Board of Directors of the Company has concluded, in
its good faith business judgment, and with full understanding of the implications, that such issuance is in the best interests of the
Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Registered Offering
Transaction Documents, its obligation to issue shares of Common Stock upon purchases pursuant to this Agreement is absolute and unconditional
regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.


 


4.22
NO GENERAL SOLICITATION. Neither the Company, nor any of its affiliates, nor any person acting on its behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the
Common Stock to be offered as set forth in this Agreement.


 




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4.23
NO BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS. There are no brokers, finders or financial advisory fees or commissions
payable by the Company, its agents or Subsidiaries, with respect to the transactions contemplated by this Agreement.


 


4.24
EXCLUSIVITY. The Company shall not pursue a similar equity financing transaction as envisioned hereunder (the “Equity
Financing”) with any other party unless and until this Agreement has been terminated.


 


SECTION
V


COVENANTS
OF THE COMPANY


 


5.1
BEST EFFORTS. The Company shall use all commercially reasonable efforts to timely satisfy each of the conditions set forth in
Section 7 of this Agreement.


 


5.2
REPORTING STATUS. Until one of the following occurs, the Company shall file all reports required to be filed with OTC Markets
or the SEC pursuant to the 1934 Act, as applicable, and the Company shall not terminate its status, or take an action or fail to take
any action, which would terminate its status as a reporting company under the 1934 Act: (i) this Agreement terminates pursuant to Section
8 and the Investor has the right to sell all of the Securities without restrictions pursuant to Rule 144 promulgated under the 1933
Act, or such other exemption, or (ii) the date on which the Investor has sold all the Securities and this Agreement has been terminated
pursuant to Section 8.


 


5.3
USE OF PROCEEDS. The Company will use the proceeds from the sale of the Put Shares (excluding amounts paid by the Company for
fees as set forth in the Registered Offering Transaction Documents) for general corporate and working capital purposes and acquisitions
or assets, businesses or operations or for other purposes that the Board of Directors, in good faith, deem to be in the best interest
of the Company.


 


5.4
FINANCIAL INFORMATION. During the Open Period, the Company agrees to make available to the Investor via EDGAR or other electronic
means or the Investor will access via sec.gov the following documents and information on the forms set forth: (i) within five (5) Trading
Days after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current
Reports on Form 8-K and any Registration Statements or amendments filed pursuant to the 1933 Act; (ii) copies of any notices and other
information made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving
thereof to the shareholders; and (iii) within two (2) calendar days of filing or delivery thereof, copies of all documents filed with,
and all correspondence sent to, the Principal Market, any securities exchange or market, or the Financial Industry Regulatory Association,
unless such information is material nonpublic information.


 


5.5
RESERVATION OF SHARES. The Company shall take all action necessary to at all times have authorized and reserved the amount of
Shares included in the Company’s registration statement for issuance pursuant to the Registered Offering Transaction Documents.
In the event that the Company determines that it does not have a sufficient number of authorized shares of Common Stock to reserve and
keep available for issuance as described in this Section 5.5, the Company shall use all commercially reasonable efforts to increase
the number of authorized shares of Common Stock by seeking shareholder approval for the authorization of such additional shares.


 




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5.6
QUOTATION. The Company shall maintain the quotation of its common stock on the Principal Market and each other national securities
exchange and automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance)
and shall maintain such quotation or listing. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably
expected to result in the delisting or suspension of the Common Stock on the Principal Market (excluding suspensions of not more than
one (1) Trading Day resulting from business announcements by the Company). The Company shall promptly provide to the Investor copies
of any notices it receives from the Principal Market regarding the continued eligibility of the Common Stock for listing on such automated
quotation system or securities exchange. The Company shall pay all fees and expenses in connection with satisfying its obligations under
this Section 5.6.


 


5.7
TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify
or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement
with any of its or any Subsidiary’s officers, directors, persons who were officers or directors at any time during the previous
two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood,
marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest
(each a “Related Party”), except for (i) customary employment arrangements and benefit programs on reasonable terms,
(ii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would
have been obtainable from a disinterested third party other than such Related Party, or (iii) any agreement, transaction, commitment
or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is
also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement,
transaction, commitment or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity,
another person or entity that, directly or indirectly, (i) has a 5% or more equity interest in that person or entity, (ii) has 5% or
more common ownership with that person or entity, (iii) controls that person or entity, or (iv) is under common control with that person
or entity. “Control” or “Controls” for purposes hereof means that a person or entity has the power,
directly or indirectly, to conduct or govern the policies of another person or entity.


 


5.8
FILING OF FORM 8-K. On or before the date which is four (4) Trading Days after the Execution Date, the Company shall issue a press
release describing the terms of the transaction contemplated by the Registered Offering Transaction Documents, if such filing is required.


 


5.9
CORPORATE EXISTENCE. The Company shall use all commercially reasonable efforts to preserve and continue the corporate existence
of the Company.


 




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5.10
NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT. The Company shall promptly notify the Investor
upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering
of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority
during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related
prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness
of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to
the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the initiation
or notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement
or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of a Registration
Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that
a post-effective amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly make available
to Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during
the continuation of any of the foregoing events in this Section 5.10.


 


5.11
TRANSFER AGENT. The Company shall deliver instructions to its transfer agent to issue Shares to the Investor that are issued to
the Investor pursuant to the Equity Financing and transactions contemplated herein.


 


5.12
ACKNOWLEDGEMENT OF TERMS. The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering into
this Agreement of its own free will, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement
are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review this Agreement,
advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.


 


5.13
COMMITMENT SHARES. The Company shall pay the Investor a commitment fee equal to one percent (1%) of the Commitment Amount which
will be paid in shares of the Company’s Common Stock that will also be included in the Registration Statement (the “Commitment
Shares”). The Commitment Shares will be issued and priced on the Trading Day immediately preceding the Registration Statement.


 




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SECTION
VI


CONDITIONS
OF THE COMPANY’S OBLIGATION TO SELL


 


The
obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject to the satisfaction, at or before
each Closing Date, of each of the following conditions set forth below. These conditions are for the Company’s sole benefit and
may be waived by the Company at any time in its sole discretion.


 


6.1
The Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company.


 


6.2
The Investor shall have delivered to the Company the Purchase Price for the Securities being purchased by the Investor.


 


6.3
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


SECTION
VII


FURTHER
CONDITIONS OF THE INVESTOR’S OBLIGATION TO PURCHASE


 


The
obligation of the Investor hereunder to purchase Securities is subject to the satisfaction, on or before each Closing Date, of each of
the following conditions set forth below.


 


7.1
The Company shall have executed the Registered Offering Transaction Documents and delivered the same to the Investor.


 


7.2
The representations and warranties of the Company shall be true and correct as of the date when made and as of the applicable Closing
Date as though made at that time and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions
required by the Registered Offering Transaction Documents to be performed, satisfied or complied with by the Company on or before such
Closing Date. The Investor may request an update as of such Closing Date regarding the representation contained in Section 4.3.


 


7.3
The Company shall have executed and delivered to the Investor via DWAC the Securities (in such denominations as the Investor shall request)
being purchased by the Investor at such Closing.


 


7.4
The Board of Directors of the Company shall have adopted resolutions consistent with Section 4.2(ii) (the “Resolutions”)
and such Resolutions shall not have been amended or rescinded prior to such Closing Date.


 


7.5
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.


 




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7.6
Within thirty (30) calendar days after the Agreement is executed, the Company agrees to use its best efforts to file with the SEC the
Registration Statement covering the shares of stock underlying the Equity Financing contemplated herein. Such Registration Statement
shall conform to the requirements of the rules and regulations of the SEC and be subject to the reasonable approval of the Investor.
The Company will take any and all steps necessary to have its Registration Statement declared effective by the SEC within 30 calendar
days but no more than 90 calendar days after the Company has filed its Registration Statement. The Registration Statement shall be effective
on each Closing Date and no stop order suspending the effectiveness of the Registration statement shall be in effect or to the Company’s
knowledge shall be pending or threatened. Furthermore, on each Closing Date (I) neither the Company nor the Investor shall have received
notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise
has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened
to do so (unless the SEC’s concerns have been addressed), and (II) no other suspension of the use or withdrawal of the effectiveness
of such Registration Statement or related prospectus shall exist.


 


7.7
At the time of each Closing, the Registration Statement (including information or documents incorporated by reference therein) and any
amendments or supplements thereto shall not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading or which would require public disclosure or an update
supplement to the prospectus.


 


7.8
If applicable, the shareholders of the Company shall have approved the issuance of any Shares in excess of the Maximum Common Stock Issuance
in accordance with Section 2.5 or the Company shall have obtained appropriate approval pursuant to the requirements of applicable
state and federal laws and the Company’s Certificate of Incorporation and By-laws.


 


7.9
The conditions to such Closing set forth in Section 2.3 shall have been satisfied on or before such Closing Date.


 


7.10
The Company shall have certified to the Investor the number of Shares of Common Stock outstanding when a Put Notice is given to the Investor.
The Company’s delivery of a Put Notice to the Investor constitutes the Company’s certification of the existence of the necessary
number of shares of Common Stock reserved for issuance.


 


SECTION
VIII


TERMINATION


 


This
Agreement shall terminate upon any of the following events:


 


8.1
when the Investor has purchased an aggregate of $50,000,000 in the Common Stock of the Company pursuant to this Agreement; or


 


8.2
twelve (12) months from the date of this Agreement’s execution have elapsed.


 


Any
and all shares, or penalties, if any, due under this Agreement shall be immediately payable and due upon termination of this Agreement.


 




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SECTION
IX


SUSPENSION


 


This
Agreement shall be suspended upon any of the following events, and shall remain suspended until such event is rectified:


 


i.
The trading of the Common Stock is suspended by the SEC, the Principal Market or FINRA for a period of two (2) consecutive Trading Days
during the Open Period;


 


ii.
The Common Stock ceases to be quoted, listed or traded on the Principal Market or the Registration Statement is no longer effective (except
as permitted hereunder);


 


iii.
The Company breaches any representation, warranty, covenant or other such term;


 


iv.
The Company files, threatens or is compelled into Bankruptcy or insolvency; or


 


v.
The Common Stock is no longer DWAC eligible.


 


Immediately
upon the occurrence of one of the above-described events, the Company shall send written notice of such event to the Investor.


 


SECTION
X


INDEMNIFICATION


 


In
consideration of the parties mutual obligations set forth in the Transaction Documents, the Company (the “Indemnitor”)
shall defend, protect, indemnify and hold harmless the Investor and all of Investor’s shareholders, officers, directors, employees,
counsel, and direct or indirect investors and any of the foregoing person’s agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable
expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder
is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred
by any Indemnitee as a result of, or arising out of, or relating to (I) any misrepresentation or breach of any representation or warranty
made by the Indemnitor or any other certificate, instrument or document contemplated hereby or thereby; (II) any breach of any covenant,
agreement or obligation of the Indemnitor contained in the Registered Offering Transaction Documents or any other certificate, instrument
or document contemplated hereby or thereby; or (III) any cause of action, suit or claim brought or made against such Indemnitee by a
third party and arising out of or resulting from the execution, delivery, performance or enforcement of the Registered Offering Transaction
Documents or any other certificate, instrument or document contemplated hereby or thereby, except insofar as any such misrepresentation,
breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon and in conformity with
information furnished to Indemnitor which is specifically intended for use in the preparation of any such Registration Statement, preliminary
prospectus, prospectus or amendments to the prospectus. To the extent that the foregoing undertaking by the Indemnitor may be unenforceable
for any reason, the Indemnitor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
which is permissible under applicable law. The indemnity provisions contained herein shall be in addition to any cause of action or similar
rights Indemnitor may have, and any liabilities the Indemnitor or the Indemnitees may be subject to.


 




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SECTION
XI


GOVERNING
LAW; DISPUTES SUBMITTED TO ARBITRATION.


 


11.1
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 state or 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 convenient. 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 person 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 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.


 


11.2
LEGAL FEES; AND MISCELLANEOUS FEES. Except as otherwise set forth in the Registered Offering Transaction Documents (including
but not limited to Section V of the Registration Rights Agreement), each party shall pay the fees and expenses of its advisers, counsel,
the accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement. Any attorneys’ fees and expenses incurred by either the Company or the Investor in
connection with the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating to the enforcement
of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party or any default by another
party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which breached the Agreement and/or
defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied in connection with the issuance of any
Securities.


 


11.3
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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11.4
HEADINGS; SINGULAR/PLURAL. The headings of this Agreement are for convenience of reference and shall not form part of, or affect
the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and
masculine shall include the feminine.


 


11.5
SEVERABILITY. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


11.6
ENTIRE AGREEMENT; AMENDMENTS. This Agreement is the FINAL AGREEMENT between the Company and the Investor with respect to the terms
and conditions set forth herein, and the terms of this Agreement may not be contradicted by evidence of prior, contemporaneous, or subsequent
oral agreements of the Parties. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company
and the Investor, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement
is sought. The execution and delivery of the Registered Offering Transaction Documents shall not alter the force and effect of any other
agreements between the Parties, and the obligations under those agreements.


 


11.7
NOTICES. Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered (I) upon receipt, when delivered personally; (II) upon receipt, when sent by email; 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 for such communications shall be:


 


If
to the Company:


 


Attn:
Brian Foote


600
B Street, Suite 325


San
Diego, California 92101


 


If
to the Investor:


 


Attn:
Lucas Hales


3500
San Mateo Court


Austin,
Texas 78738


 


Each
party shall provide five (5) days prior written notice to the other party of any change in address.


 




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11.8
NO ASSIGNMENT. This Agreement may not be assigned.


 


11.9
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.


 


11.10
SURVIVAL. The representations and warranties of the Company and the Investor contained in Sections 3 and 4, the agreements and
covenants set forth in Sections 5 and 6, and the indemnification provisions set forth in Section 10, shall survive each of the
Closings and the termination of this Agreement.


 


11.11
PUBLICITY. The Investor acknowledges that this Agreement and all or part of the Registered Offering Transaction Documents may
be deemed to be “material contracts” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may
therefore be required to file such documents as exhibits to reports or registration statements filed under the 1933 Act or the 1934 Act.
The Investor further agrees that the status of such documents and materials as material contracts shall be determined solely by the Company,
in consultation with its counsel.


 


11.12
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.


 


11.13
PLACEMENT AGENT. If so required, the Company agrees to pay a registered broker dealer, to act as placement agent. The Investor
shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons or entities for
fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Registered Offering
Transaction Documents. The Company shall indemnify and hold harmless the Investor, their employees, officers, directors, agents, and
partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and
attorney’s fees) and expenses incurred in respect of any such claimed or existing fees, as such fees and expenses are incurred.


 


11.14
NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that each has
had a full and fair opportunity to review this Agreement and seek the advice of counsel on it.


 


11.15
REMEDIES. The Investor shall have all rights and remedies set forth in this Agreement and the Registration Rights Agreement and
all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights
which the Investor has by law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights
specifically (without posting a bond or other security), to recover damages by reason of any default or breach of any provision of this
Agreement, including the recovery of reasonable attorney’s fees and costs, and to exercise all other rights granted by law.


 




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11.16
PAYMENT SET ASIDE. To the extent that the Company makes a payment or payments to the Investor hereunder or under the Registration
Rights Agreement or the Investor enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds
of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any
other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of
action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


SECTION
XII


NON-DISCLOSURE
OF NON-PUBLIC INFORMATION


 


The
Company shall not disclose non-public information to the Investor, its advisors, or its representatives.


 


Nothing
herein shall require the Company to disclose non-public information to the Investor or its advisors or representatives, and the Company
represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering,
to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will,
as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event
or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware,
constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence
by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus
to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein,
in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 12 shall be construed
to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such
information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement
and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence
by such persons or entities, that the Registration Statement contains an untrue statement of material fact or omits a material fact required
to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which
they were made, not misleading.


 


SECTION
XIII


ACKNOWLEDGEMENTS
OF THE PARTIES


 


Notwithstanding
anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes
no representations or covenants that it will not engage in trading in the securities of the Company, other than as provided in Section
3.12 of this Agreement; (ii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto
the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iii) the Company
understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the
Investor effects any transactions in the securities of the Company.


 


[Signature
page follows]


 




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


 




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LIST
OF EXHIBITS


 


	EXHIBIT
    A	Registration
    Rights Agreement
	 	 
	EXHIBIT
    B	Put
    Notice 
	 	 
	EXHIBIT
    C	Notice
    of Effectiveness
	 	 
	EXHIBIT
    D	Put
    Settlement Sheet


 




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