Exhibit
10.35 


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


CONVERTIBLE
PROMISSORY NOTE


 


	Effective
    Date: June 21, 2021	U.S.
    $382,500.00


 


FOR
VALUE RECEIVED, HUMBL, Inc., a Delaware corporation (“Borrower”), promises
to pay to the order of Murtaugh Group LLC, a Delaware limited liability company,
or its successors or assigns (“Lender”), $382,500.00 and any interest accrued hereunder on the date that is twenty-two
(22) months from the Effective Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay
interest on the outstanding balance at the rate of eight percent (8%) per annum from the Effective Date until the same is paid in full.
This Convertible Promissory Note (this “Note”) is issued and made effective as of June 21, 2021 (the “Effective
Date”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by
this reference.


 


1.
Payment; Prepayment.


 


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


 


1.2. Prepayment.
Borrower may not prepay this Note without Lender’s prior written consent. Notwithstanding the forgoing, this Note may be
prepaid immediately prior to the consummation of a Change of Control, provided that the Borrower is provided prior written notice of
such Change of Control to the Lender pursuant to Section 14.


 


2.
Security. This Note is unsecured.


 


3.
Lender Optional Conversion.


 


3.1.
Conversions. Lender has the right at any time after the Effective Date until the outstanding balance has been paid in full, at
its election, to convert (“Conversion”) all or any portion of the outstanding balance into shares (“Conversion
Shares”) of fully paid and non-assessable common stock, $0.00001 par value per share (“Common Stock”), of
Borrower as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion
Amount”) divided by the Conversion Price (as defined below). Conversion notices in the form attached hereto as Exhibit A
(each, a “Conversion Notice”) may be delivered from time to time by Lender to Borrower, and all Conversions shall
be cashless and not require further payment from Lender. Borrower shall deliver the Conversion Shares from any Conversion to Lender in
accordance with Section 7 below.


 




    	 



    	 



    

 


3.2.
Conversion Price. The price at which Lender has the right to convert all or any portion of the outstanding balance, including
accrued but unpaid interest, into Common Stock is $1.00 per share of Common Stock (the “Conversion Price”). The Conversion
Price will automatically be adjusted in the event Borrower consummates a stock split, stock combination or other similar change to the
number of outstanding shares of Common Stock.


 


4.
Defaults and Remedies.


 


4.1.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails
to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to deliver any
Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower
or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged
within sixty (60) days; (d) Borrower makes a general assignment for the benefit of creditors; (e) Borrower files a petition for relief
under any bankruptcy, insolvency or similar law (domestic or foreign); or (f) an involuntary bankruptcy proceeding is commenced or filed
against Borrower. Notwithstanding the foregoing, the occurrence of any of the foregoing events will not be considered an Event of Default
unless Borrower fails to cure such event within ten (10) Trading Days of its receipt of written notice from Lender.


 


4.2.
Remedies. Following an Event of Default, Lender may accelerate this Note by written notice to Borrower with the outstanding balance
becoming immediately due and payable. Nothing herein shall limit Lender’s right to pursue any other remedies available to it at
law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower’s
failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to the terms hereof.


 


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


 


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


 


7.
Method of Conversion Share Delivery. On or before the close of business on the seventh (7th) Trading Day following
the date of delivery of a Conversion Notice (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at
such time, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the account designated
by Lender in the applicable Conversion Notice. If Borrower is not DWAC Eligible, it shall deliver to Lender or its broker (as designated
in the Conversion Notice), via reputable overnight courier, a certificate representing the number of shares of Common Stock equal to
the number of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee.


 




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8.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower
shall not effect any conversion of this Note to the extent that after giving effect to such conversion would cause Lender (together with
its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date
(including for such purpose the shares of Common Stock issuable upon such issuance). For purposes of this section, beneficial ownership
of Common Stock will be determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended.


 


9.
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender shall have such
opinion provided by its counsel.


 


10.
Governing Law; Venue. This Note shall be governed by and construed in accordance with the laws of the State of Delaware applicable
to contracts made and wholly performed in that jurisdiction. Each party hereto submits to the exclusive jurisdiction of any state or
federal court sitting in San Diego County, California in any proceeding arising out of or relating to this Note and agrees that all claims
in respect of the proceeding may be heard and determined in any such court and hereby expressly submits to the personal jurisdiction
and venue of such court for the purposes hereof and expressly waives any claim of improper venue and any claim that such courts are an
inconvenient forum. Each party hereto hereby irrevocably consents to the service of process of any of the aforementioned courts in any
such proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to its address as set forth herein,
such service to become effective ten (10) days after such mailing. The parties expressly and irrevocably waive the right to a trial
by jury in any and all actions or proceedings brought with respect to this Note and with respect to any claims arising out of or related
to this Note.


 


11.
Cancellation. After repayment or conversion of the entire outstanding balance, this Note shall be deemed paid in full, shall automatically
be deemed canceled, and shall not be reissued.


 


12.
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


13.
Assignments. Neither party may assign this Note without the consent of the other party. Any assignment or assumption in connection
with a Change of Control is subject to Lender’s approval, unless this Note is paid in full in connection with such Change of Control.


 


14.
Notices. Whenever notice is required to be given under this Note, such notice shall be given to such address as has been provided
to the other party. Borrower shall provide Lender with prompt written notice of all actions taken pursuant to this Note, including in
reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, Borrower will
give written notice to Lender (i) as soon as practicable upon each adjustment of the Conversion Price and the number of Conversion Shares,
setting forth in reasonable detail, and certifying, the calculation of such adjustment(s), (ii) at least fifteen (15) days prior to the
date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock,
or (B) for determining rights to vote with respect to any Change of Control, dissolution or liquidation, provided in each case that such
information, and (iii) at least ten (10) Trading Days prior to the consummation of any Change of Control.


 


15.
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the
objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.


 


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


 


	 	 	 	BORROWER:
	 	 	 	 
	 	 	 	HUMBL,
    Inc.
	 	 	 	 
	 	 	 	By:
    	 
	 	 	 	 	Brian
    Foote, CEO
	 	 	 	 	 
	ACKNOWLEDGED,
    ACCEPTED AND AGREED:	 	 	 
	 	 	 	 
	LENDER:	 	 	 
	 	 	 	 
	Murtaugh Group LLC	 	 	 
	 	                                  	 	 	 
	By:
    	 	 	 	 
	 	Rebecca Williams, Manager	 	 	 


 


[Signature
Page to Convertible Promissory Note]


 




    	 



    	 



    

 


ATTACHMENT
1


DEFINITIONS


 


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


 


A1.
“DTC” means the Depository Trust Company or any successor thereto.


 


A2.
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


 


A3.
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


 


A4.
“DWAC Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant to DTC’s
operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved (without
revocation) by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program;
(d) the Conversion Shares are otherwise eligible for delivery via DWAC; and (e) Borrower’s transfer agent does not have a policy
prohibiting or limiting delivery of the Conversion Shares via DWAC.


 


A5.
“Trading Day” means any day on which Borrower’s market is open for trading.


 


A6.
“Change of Control” means a merger or consolidation with another entity in which the Company’s stockholders
do not own more than 50% of the outstanding voting power of the surviving entity, or the disposition of all or substantially all of the
Company’s assets.


 


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    	Attachment 1 to Convertible Promissory Note, Page 1



    	 



    

 


EXHIBIT
A


 


Murtaugh
Group LLC


122 Daley Road


East Chatham, New York 12060




 


	HUMBL,
    Inc.	Date:
    	________________
	Attn:
    Brian Foote	 	 
	600
    B. Street, Suite 300	 	 
	San
    Diego, California 92101	 	 


 


CONVERSION
NOTICE


 


The
above-captioned Lender hereby gives notice to HUMBL, Inc., a Delaware corporation (the “Borrower”), pursuant to that
certain Convertible Promissory Note made by Borrower in favor of Lender on June 21, 2021 (the “Note”), that Lender
elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of Borrower
as of the date of conversion specified below. Said conversion shall be based on the Conversion Price set forth below. In the event of
a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its
sole discretion, Lender may provide a new form of Conversion Notice to conform to the Note. Capitalized terms used in this notice without
definition shall have the meanings given to them in the Note.


 


	 	A.	Date
    of Conversion: ____________
	 	B.	Conversion
    #: ____________
	 	C.	Conversion
    Amount: ____________
	 	D.	Conversion
    Price: __________
	 	E.	Conversion
    Shares: _______________ (C divided by D)
	 	F.	Remaining
    Outstanding Balance of Note: ____________


 


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


 


	Broker:
__________________________ 	 	Address:	________________________
	DTC#:
__________________________   	 	 	________________________
	Account
    #: _______________________	 	 	________________________
	Account
    Name: ___________________	 	 	 


 


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


 


_____________________________________


_____________________________________


_____________________________________


 


Sincerely,


 


	Lender:	 
	 	 
	By:
    	 	 
	 	Rebecca Williams, Manager	 


 




    	Exhibit A to Convertible Promissory Note, Page 1