Dragon Lady
23 hours ago
$HUMBL: DEATH SPIRAL DIRT LOAN SCAM EXPLAINED
💀 ☠️ 💀 ☠️ 💀 ☠️
Look.....this ticker $HUMBL.....ALWAYS HAS BEEN and ALWAYS WILL BE a scam....a fraud...one of thee dirtiest penny stock hustles of all all all time...thems just the facts....
https://hindenburgresearch.com/humbl/
NO recent pump-con FAIRY TALL TALES are ever going to change this bad reality....BRIAN FOOTE the con behind this needs to be locked up along with his dirty daddy Stephen Foote....and now their Fugazi vapor-con-man Thiago the Brazilian X-Twitter persona clown and all the rest of this gutter scam con job.....
1) There are NO NEW "DEALS".....all hype....was another front-loaded massive pump to da DUMP and that scam is already over and burnt to the ground...welcome new baggies....you got duped....congrats....:))
2) There is NO WSCG bullshit in bad dirt UTAH with some land hustle or whatever the hell they pumped and lied about...it'll fade and vanish and never materialize like a bad fart in a CAT-5 hurricane from hell itself
3) Thiago is a scam and a Fugazi and there is NO...NONE...ZERO ...."YBYRA PUBLIC TRADED IN BRAZIL" blah blah making the 8-K and PR about that jazz literal criminal level fraud....NOTHING new given scammer Brian Foote and crew....it's what they do.....lock um up....bust um down to BK...take everything they own and is ill gotten...which is everything they have....him and his dirty parents both....
4) There is NOTHING in Brazil....especially the PIXIE DUST bullshit magic Magnesium pile of shit and the tall tale..."Oppps...hang on bros...we be downs here dunns evaluaatating this here values on this heap...give us a few mo months n shit...mights be $20 mil....nooos makes dat $32 mil pulled from the pump cons butts n all"...DOES NOT EXIST and sure as hell ain't worth a plug broken wooden nickel.....
That is the MINOR LEVEL CRAP in this latest BRIAN FOOTE circus stunt hustle....ADD IN the BURU-a-CRIME bull shit with epic serial con from Italy...ole filthy Alessandro Zamboni.....and this thing gets super fund toxic waste cleanup site FILTHY and DIRTY.....
The BURU-a-CRIME latest pump yesterday or whatever it was....is dirty ZAMBONI...."selling off the BURU debt"...BS a blah blah.....TO HIS OTHER SCAM OWN "company" aka VAPID HUSTLE...named Supply@ME Capital Plc....aka a BUSTED OUT VAPID scam ticker on some London exchange....a ZERO Bid dead as a door nail...shit ticker...they sold their debt TO THE SAME CEO CON.... under his other dirt ticker....and BOTH SCAMS are wrapped around the greasy filthy BRIAN FOOTE n MOUTH scam ticker here...HUMBl-a-CRIME....
So....after ALL THE HYPE....all the bullshit....the PAID NON-DISCLOSING PROMOTERS working this around the clock and wall to wall and all the rest....as it now gets DILUTED BY 5 BILLION SHARES in a matter of WEEKS ....with ....with.....10 or more Ba Ba BILLION STILL RAPIDLY HITTING THE SHARE COUNT...to 50 Ba Ba BILLION THEN THE DIRTY REVERSE SPLIT ON-DECK AS WE SPEAK.....they do the GUTTER LOAN DEATH SPIRAL LAST MILK THE CRIME SCENE HUSTLE DANCE......
What did they do....they INVENTED A JUST FILED MICRO LLC....from a FINRA BUSTED CON and DIRT LENDER....the dude Quail Hollow...HOLLOW being the operative word....ole toxic debt aka DEATH SPIRAL SHIT NOTES R US LLC....this clown in TX named
https://www.bizapedia.com/tx/quail-hollow-capital-llc.html
FACTS:
1) QUAIL HOLLOW CAPITAL LLC did NOT even exist until about 2 weeks ago LMAO.....this ass clown Lucas Hales just filed the $50 buck POS TX LLC 2 weeks ago....BUT....it gets even worse.....
https://www.bizapedia.com/tx/quail-hollow-capital-llc.html
QUAIL HOLLOW CAPITAL, LLC
Entity Type: TEXAS DOMESTIC LIMITED-LIABILITY COMPANY (LLC)
File Number: 0805928513
Filing State: Texas (TX)
Filing Status: In Existence
Filing Date: March 3, 2025
Company Age: 1 Month
Registered Agent:
Map Icon spacer Lucas Hales
11701 Fm Rd 2244 Ste. 215
Austin, TX 78738-7873
Governing Agency: Texas Secretary of State
2) But....HOW BAD IS THIS GUTTER NOTE.....well.....LUCAS HALES WAS SANCTIONED BY FINRA.....he just got his "get out of jail card" LITERALLY a month or so ago.....where does the SHITTY CON LAND....right the hell on this criminal SCAM HUMBL.....can't make this shit up folks....37 Ba BILLION SHARES is about to blow past 50 Ba Ba BILLION like a bad fart in a CAT-5 hurricane from hell itself....!!!
https://www.brokerloss.com/investigation/lucas-r-hales-crd-6258497-austin-texas/
LUCAS HALES aka NEWLY COOK-UP SCAM "QUAIL HOLLOW CAPITAL LLC, TX"...... IS A PENNY HUSTLER CON....shazam....imagine that kids....:))
https://www.brokerloss.com/investigation/lucas-r-hales-crd-6258497-austin-texas/
Lucas R. Hales (CRD #6258497, Austin, Texas)
January 18, 2024 – An AWC was issued in which Hales was assessed a deferred fine of $10,000 and suspended from association with any FINRA member in all capacities for 12 months.
Without admitting or denying the findings, Hales consented to the sanctions and to the entry of findings that he participated in private securities transactions totaling $3 million without disclosing his participation to his member firm at any time, and without seeking or receiving the firm’s written approval to participate in these transactions.
The findings stated that Hales and two other individuals established an LLC to act as a vehicle for an investment in a technology company. Hales served as the entity’s sole manager. Hales participated in the transactions by reviewing investors’ subscription documents and serving as the designated point of contact for investors. Hales also participated in the entity’s investment in the technology company by managing accounts and executing documents on behalf of the entity.
The entity was entitled to collect carried interest as selling compensation after the investment in the technology company closed, and it paid Hales a share of this carried interest.
The suspension is in effect from February 5, 2024, through February 4, 2025. (FINRA Case #2022076767001)
DUDE DIRTY HALE....he....GETS OFF HIS BUSTED PERIOD....gets right back in the CRIME SADDLE WITH HUMBL....files a $50 buck shitty LLC....and cooks up another GUTTER NOTE to Thiago....WHO IS BRIAN FOOTE.....Thiago is ONE IN THE SAME AS BRIAN FOOTE......
Soooo....HOW BAD A GUTTER NOTE....aka DEATH SPIRAL TOXIC NOTE as thee SEC themselves calls them and GRAVELY WARNS ABOUT THEM....lets read the shitty TOXIC NOTE....you know....REAL DUE DILIGENCE....vs....PUMP CON PROMOTER HYPE....facts boys n girls...I deal n facts...vs HAPPY HOPIUM PIPE HYPE UM UP.....see.....
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001119190/000149315225010769/form8-k.htm
AND the actual TOXIC DEATH SPIRAL GUTTER NOTE ITSELF attachment - this is a TOTAL BOTTOM DRAGGER DESPERATION SCUM "LOAN" aka DILUTION MILL FOR INSIDER SELF ENRICHMENT $COIN HUSTLE CRIME !!!!
https://www.sec.gov/Archives/edgar/data/1119190/000149315225010769/ex10-1.htm
Lets look at why this is 100% a total DEATH SPIRAL CRIME NOTE....and will require EASILY 10 Ba Ba BILLION NEW GUTTER SHARES to be printed and dumped like water over a dam......just MAFIA SCUZZ MONEY.....to the few insiders for self enrichment for doing ABSOLUTELY NOTHING...as $HUMBL-a-CRIME does NOT conduct ANY form of actual "business" on a day-to-day basis....anywhere....on planet earth....they PRINT and DUMP SHARES....
They operate a few $50 buck shitty Wordpress websites to peddle their lies and hustles....and they SELL DILUTION SHARES TO DUPES and MARKS....that is their only "business"....period....thee end....no more debates....it is over.....and facts are clear...
1) The gutter "loan" for what is pumped as $500K costs the scam "Company" up-front $50K + another $10K in "fees" LMAO - yeah....to borrow a shitty $500K...not even a crappy condo where I live....they barf up to this TX ass clown Hales dude....a cool $60K and THEN get set to pay him Mafia usury interest that gets most people put in prison....
2) The dirty lender this ONE MAN SCAM micro TX LLC .....they get 70% DISCOUNT TO MARKET on any shares issued to them.....NO MATTER HOW LOW THE SHARE PRICE GOES....no matter HOW MANY BILLIONS OF SHIT SHARES ARE ISSUED....the LLC gutter lender gets 70% OFF THE PRICE in order to INSTA-DUMP for a fast profit.....
AND...and....HE WILL 100% SHORT THE STOCK to the near No-Bid zone....then use his free discount shares to cover....oldest con in the book of cons.....SEC writes extensively about this shit...and shit is what it is....and THE SEC is actually working to make ALL this highly illegal and has busted numerous of these gutter lenders already.....
https://www.corporatecomplianceinsights.com/sec-toxic-lenders/
Stock Issuers & SEC Taking the Fight to ‘Toxic’ Lenders
https://www.securitieslawyer101.com/2024/the-secs-dealer-definition-and-toxic-lenders/
https://www.thebasilelawfirm.com/post/how-toxic-lenders-are-responding-to-sec-investigations-and-enforcement-actions
https://news.bloomberglaw.com/securities-law/secs-dealer-crackdown-wins-in-court-alarming-investment-firms
The Securities and Exchange Commission is on a winning streak after cracking down on “toxic” lending using a relatively novel legal theory—one that has spooked investment firms leery of being tagged as a securities dealer.
The SEC in recent years has sued numerous people who got shares in penny stock companies at a discount by lending them money. District courts in places like New Jersey, Minnesota, and Florida have sided with the agency and found the lenders illegally acted as unregistered securities dealers.
The SEC’s latest win came last week when the US Court of Appeals for the Eleventh Circuit ...
Learn more
3) WHY the hell would this PUMPED SCAM which "claims" to be tied now to some X-twitter shit brain Thiago of a bullshit fantasy "$BILLION buck operation in Brazil and oh oh oh....WE GOTS $20 noooo make it $32 Ma Ma MILLION in magic magnesium and shit...and oh oh oh...we gots a BIG $50 MIL or whatever in UTAH BAD DIRTS and oh oh oh we gots BURU a DOO DOO now on a dealio....bigy bucks" a blah blah blah...WHY IN HELL would they need to scam $500K at MAFIA SCUM BUCKET "LOAN" aka PRINT SHARES TO DUMP rates....why...why...why and WHY....WTF ????????????????????
This is a SCAM....see......the note is a DEATH SPIRAL....the terms are as BOTTOM DRAGGER as dirty notes aka DEATH SPIRAL SHIT R US gets.....
4) IF IF if ....this SCAM $HUMBL was even a semi-legit actual "business".....WHY...would they go to FINRA sanctioned shit head Lucas Hales and his $50 buck hastily filed just created BS QUAIL HOLLOW HOLLOWED OUT NOTHING CAPITAL CON......and pay MAFIA MONEY RATES....why...why...why.....
WHY wouldn't $HUMBL-a-CRIME...merely get a legit SBA loan or a BANK LINE OF CREDIT or any other 100's of ways that REAL LEGIT COMPANIES and especially LEGIT PUBLIC COMPANIES RAISE CAPITAL.....like sell some F-ing BONDS to institutional investors....oh wait...CAUSE THIS IS A CRIMINAL SCAM....and NO ONE legit like Wall Street or any VENTURE CAPITAL FIRM of note....will touch this shit heap with a 10,000 ft insulated TOXIC SHIT PROOF safety pole....not a chance in hell.....cause this is a SCAM....and those are the simple facts....!!!
HERE IT IS IN ALL ITS FILTHY UN-GLORY....as GUTTER A DEATH SPIRAL NOTE AS EVER WAS....real BOTTOM OF THE BOTTOM DRAGGER CRAP....congrats BAGGIES and DUPES....you've been HAD AGAIN....by the HUMBL-a-CRIME CON MACHINE....this was a front-load P&D and you be holding da bags now.....suckered....duped...conned....scammed.....!!!
On March 14, 2025, HUMBL, Inc. (the “Company”) issued a $550,000 Convertible Promissory Note (the “Note”) to Quail Hollow Capital, LLC. The purchase price for the Note was $500,000. The Note is due in 12 months from the issuance date, bears an interest charge of 10% and is convertible into Company common stock at the lower of: (a) $0.0006; and (b) 70% of the lowest closing trade price of the Common Stock in the ten (10) trading days immediately preceding the applicable conversion date.
SEE THAT...."the LOWEST trading price 10 days immediately preceding the conversion" blah blah....THAT IS THE RATCHET PROVISION....every single single TIME they CONVERT....they will BURY THE PRICE in the 10 days prior via SHORTING AGAINST THEIR OWN STOCK....and thus the LOWER THEY GET THE PRICE...the MORE SHARES THEY GET.....those are the facts....they are not debatable....!!!
AND this shit....
EX-10.1 2 ex10-1.htm
Exhibit 10.1
CONVERTIBLE PROMISSORY NOTE
Effective Date: March 14, 2025 U.S. $550,000.00
FOR VALUE RECEIVED, HUMBL, Inc., a Delaware corporation (“Borrower”), promises to pay to Quail Hollow Capital, LLC, a Texas limited liability company, or its successors or assigns (“Lender”), $550,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twelve (12) months after the Purchase Price Date (the “Maturity Date”). This Convertible Promissory Note (this “Note”) is issued and made effective as of March 14, 2025 (the “Effective Date”). This Note is issued pursuant to that certain Securities Purchase Agreement dated March 14, 2025, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
This Note carries an OID of $50,000.00. In addition, Borrower agrees to pay $10,000.00 to Lender to cover Lender’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction Expense Amount”). The OID is included in the initial principal amount and is deemed fully earned as of the Effective Date. The Transaction Expense Amount will be deducted from the funding of the Purchase Price. The purchase price for this Note shall be $500,000.00 (the “Purchase Price”), computed as follows: $550,000.00 original principal balance, less the OID. The Purchase Price shall be payable by Lender by wire transfer of immediately available funds.
1. Payment; Prepayment; Interest.
1.1. Payment. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.
1.2. Prepayment. Notwithstanding the foregoing, Borrower shall have the right to prepay all or any portion of the Outstanding Balance (less such portion of the Outstanding Balance for which Borrower has received a Conversion Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered). If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 115% multiplied by the portion of the Outstanding Balance Borrower elects to prepay.
1.3. Interest. A one-time interest charge equal to 10% of the initial principal balance of this Note will be added to the Outstanding Balance on the Effective Date. No other interest will accrue on this Note until the occurrence of an Event of Default (as defined below).
2. Security. This Note is unsecured.
3. Conversion.
3.1. Conversion Mechanics. Lender has the right at any time after the six-month anniversary of 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 (each instance of conversion is referred to herein as a “Conversion Shares”) of fully paid and non-assessable common stock, $0.00001 par value per share (the “Common Stock”), of Borrower as per the following conversion formula: the number of 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 effectively delivered to Borrower by any method set forth in the “Notices” Section of the Purchase Agreement, 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 8 below.
3.2. Conversion Price. Subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Common Stock is the lower of: (a) the Fixed Price; and (b) the Market Price (the “Conversion Price”).
4. Defaults and Remedies.
4.1. Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to deliver any 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 becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (e) Borrower makes a general assignment for the benefit of creditors; (f) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (g) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (h) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (i) Borrower fails to maintain the Share Reserve (as defined in the Purchase Agreement); (j) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement. (k) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; (l) any representation, warranty or other statement made or furnished by or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; or (m) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $100,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender.
4.2. Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (d), (e), (f), (g) or (h) of Section 4.1, the Outstanding Balance as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender.
At any time following the occurrence of any Event of Default, upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted under applicable law (“Default Interest”).
For the avoidance of doubt, Lender may continue making Conversions at any time following an Event of Default until such time as the Outstanding Balance is paid in full. In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and
Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to the terms hereof.
5. Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein in accordance with the terms of this Note.
6. Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.
7. Adjustment of Conversion Price. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Common Stock into a greater number of shares, the Fixed Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding Common Stock into a smaller number of shares, the Fixed Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7 shall become effective immediately after the effective date of such subdivision or combination. In the event Borrower issues any Common Stock or right to acquire Common Stock at a price per share less than the Fixed Price, then the Fixed Price will automatically adjust to such lower price.
8. Method of Conversion Share Delivery. On or before the close of business on the second (2nd) Trading Day following the date of delivery of a Conversion Notice (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time and such Conversion Shares are eligible for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the account designated by Lender in the applicable Conversion Notice. If Borrower is not DWAC Eligible or such Conversion Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated in the 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.
For the avoidance of doubt, Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate representing the applicable Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares without a restrictive securities legend to Lender on grounds that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with the provisions of this Section 8. In conjunction therewith, Borrower will also deliver to Lender a written explanation from its counsel or its transfer agent’s counsel opining as to why the issuance of the applicable Conversion Shares violates Rule 144.
9. Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in Section 8, Lender may at any time prior to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a corresponding increase to the Outstanding Balance (any returned amount will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144). In addition, for each Conversion, in the event that Conversion Shares are not delivered by the third (3rd) Trading Day (inclusive of the day of the Conversion), a late fee equal to 2% of the applicable Conversion Share Value rounded to the nearest multiple of $100.00 but with a floor of $500.00 per day (but in any event the cumulative amount of such late fees for each Conversion shall not exceed 200% of the applicable Conversion Share Value) will be assessed for each day after the third (3rd) Trading Day (inclusive of the day of the Conversion) until Conversion Share delivery is made; and such late fee will be added to the Outstanding Balance (such fees, the “Conversion Delay Late Fees”).
3
10. Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower shall not effect any conversion of this Note to the extent that after giving effect to such conversion would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date (including for such purpose the Common Stock issuable upon such issuance) (the “Maximum Percentage”). For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.
11. Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any such opinion provided by its counsel.
12. Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Texas, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
13. 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.
14. Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.
15. Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.
16. Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the subsection of the Purchase Agreement titled “Notices.”
17. Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).
18. 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.
[Remainder of page intentionally left blank; signature page follows]
4
IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.
BORROWER:
HUMBL, Inc.
By:
Thiago Moura, CEO
ACKNOWLEDGED, ACCEPTED AND AGREED:
LENDER:
Quail Hollow Capital, LLC
By:
Lucas Hales, Manager
BOOM BOOM....OUT GO THE LIGHTS of what's left of HUMBL-a-CRIME......that shitty little NOBODY....Lucas Hails...aka QUAIL HOLLOW HUSTLES R US....he now has a unmitigated FIRST RIGHT to demand and DILUTE TO LITERALLY INFINITY....as MANY SHARES AS NEEDED...of $HUMBL A CRIME SHARES...until he decides he's hit his $500K + $60K owed...literally can be 100 BILLION SHAREs...it can be a TRILLION SHARES...
AND...and he has FULL RIGHTS TO SHORT THE STOCK "AT WILL" ...no restrictions.... as he runs tranche after tranche DOWN to the No-BID zone and destroys what's left of this crime scene scam...he can also demand a FIXED PRICE CONVERT which often happens at like .00000001 per share and then COVERS HIS SHORT using those shares...he will MINIMUM in under 1 yr IF THIS SCAM is not SEC destroyed...he will TRIPLE OR MORE his shitty $500K "Loan"...pure MAFIA MONEY aka USURY CRIME..........
THIS IS WHAT IS GOING TO OCCUR and it is not up for debate :
+++++
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