On October 23, 2023, HUMBL, Inc. (“HUMBL”) entered into an Exchange Agreement (the “Exchange Agreement”) and an Investor Rights Agreement (the “Investor Rights Agreement”) with Sartorii, LLC (“Sartorii”). Pursuant to the Exchange Agreement, Sartorii agreed to exchange all outstanding promissory notes issued by HUMBL to Sartorii for 8,775 shares of HUMBL’s Series C Preferred Stock. The aggregate outstanding balance of the promissory notes at the time of the exchange was approximately $6,500,000.00. The exchange was completed as part of HUMBL’s efforts to reduce its outstanding debt load.