Blum Holdings, Inc. Sample Contracts

INDEMNITY AGREEMENT
Indemnification & Liability • April 15th, 2024 • Blum Holdings, Inc. • Retail-miscellaneous retail • Delaware

This Indemnity Agreement (this “Agreement”), effective as of January 12, 2024, is made by and between Blum Holdings, Inc., a Delaware corporation with executive offices located at 3242 S. Halladay St., Suite 202, Santa Ana, California 92705 (the “Company”), and Matthew T Barron, Director of the Company residing at 11516 Downey Ave., Downey, CA 90241 (the “Indemnitee”).

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INDEMNITY AGREEMENT
Indemnification Agreement • April 15th, 2024 • Blum Holdings, Inc. • Retail-miscellaneous retail • Delaware

This Indemnity Agreement (this “Agreement”), effective as of January 12, 2024, is made by and between Blum Holdings, Inc., a Delaware corporation with executive offices located at 3242 S. Halladay St., Suite 202, Santa Ana, California 92705 (the “Company”), and James Miller, COO and Director of the Company residing at [***] (the “Indemnitee”).

STOCK PURCHASE AGREEMENT between UNRIVALED BRANDS, INC. and VLPS, LLC dated as of November 5, 2024
Stock Purchase Agreement • November 7th, 2024 • Blum Holdings, Inc. • Retail-miscellaneous retail • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 5, 2024, is entered into between UNRIVALED BRANDS, INC. (“Seller”) and VLPS, LLC (“Buyer”). Each of Seller and Buyer is referred to herein as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement have the meanings given to such terms herein.

BINDING LETTER OF INTENT
Binding Letter of Intent • February 12th, 2024 • Blum Holdings, Inc. • Retail-miscellaneous retail

This Binding Letter of Intent (the “LOI”), dated as of February 9, 2024 (the “Effective Date”), sets forth the terms of the agreement between Blum Holdings, Inc., a publicly traded Delaware corporation (the “Buyer” or “Blüm”), on the one hand, and Operators Only Corp., a Delaware corporation (“Operators Only”), Golden Health & Wellness, Inc. (which does business as “Lemonnade North”), Safe Accessible Solutions, Inc. (which does business as “Cookies Sacramento”), and Sacramento Commercial Services, Inc. (which does business as “Lemonnade South”), (together the “Targets” and each a “Target”), on the other hand, for the acquisition of the businesses of Targets known as Operators Only, Lemonnade North, Cookies Sacramento (which includes the delivery business known as “Jay St. Delivery” and the cannabis flower brand known as “Turkey Bag Heroes”), and Lemonnade South (together the “Businesses” and each a “Business”). The Buyer and the Targets may be referred to collectively as “Parties” and

Trademark License Agreement
Trademark License Agreement • June 14th, 2024 • Blum Holdings, Inc. • Retail-miscellaneous retail • California

This Trademark License Agreement ("Agreement"), dated as of June 10, 2024 (the "Effective Date"), is by and between Blum Management Holdings, Inc., a Delaware corporation ("Licensor") and People’s First Choice LLC, a California limited liability company ("Licensee").

AMENDED AND RESTATED BINDING LETTER OF INTENT
Binding Letter of Intent • May 3rd, 2024 • Blum Holdings, Inc. • Retail-miscellaneous retail

This Amended and Restated Binding Letter of Intent (the “LOI”) dated as of April 26, 2024 (the “Effective Date”) amends and restates in its entirety that certain Binding Letter of Intent dated as of February 9, 2024 by and between Buyer, Operators Only Corp., Golden Health & Wellness, Inc., and Target, and sets forth the terms of the agreement between Blum Holdings, Inc., a publicly traded Delaware corporation (the “Buyer” or “Blüm”) and a newly formed Blüm subsidiary created for the purposes of culminating the transactions contemplated herein (“Blüm Acquisition Co.”), on the one hand, and Safe Accessible Solutions, Inc. (which does business as “Cookies Sacramento”, the “Target”), on the other hand, for the acquisition of Target (which includes the delivery business known as “Jay St. Delivery” and the cannabis flower brand known as “Turkey Bag Heroes”, together the “Businesses” and each a “Business”). The Buyer and the Target may be referred to collectively as “Parties” and each separa

TRANSITION SERVICES AGREEMENT between UNRIVALED BRANDS, INC. and HAVEN NECTAR LLC dated as of June 10, 2024
Transition Services Agreement • June 14th, 2024 • Blum Holdings, Inc. • Retail-miscellaneous retail • California

This Transition Services Agreement, dated as of June 10, 2024 (this "Agreement"), is entered into between Unrivaled Brands, Inc., a California corporation ("Seller"), and Haven Nectar LLC, a California limited liability company ("Buyer").

PEOPLE’S FIRST CHOICE, LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT Effective as of June 10, 2024
Membership Interest Purchase Agreement • June 14th, 2024 • Blum Holdings, Inc. • Retail-miscellaneous retail • California

This Membership Interest Purchase Agreement (“Agreement”) is made effective as of June 10, 2024 (the “Effective Date”), by and among Haven Nectar LLC, a California Limited Liability Company (“Purchaser”), and Unrivaled Brands, Inc., a Nevada corporation (“Unrivaled”), and People’s California, LLC, a California limited liability company (“People’s”), the sole members of People’s First Choice, LLC, a California limited liability company (the “Company”). Each of Unrivaled and People’s are sometimes individually referred to as “Seller” and together as the “Sellers”. Each Seller and Purchaser are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

Contract
Unsecured Promissory Note • November 14th, 2024 • Blum Holdings, Inc. • Retail-miscellaneous retail

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THIS SECURITY MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • May 3rd, 2024 • Blum Holdings, Inc. • Retail-miscellaneous retail • California

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into effective April 26, 2024 (the “Effective Date”) by and between BLMH Management Services, Inc., a Delaware corporation, (the “Manager”), and Safe Accessible Solutions, Inc., dba “Cookies Sacramento” (the “Company”), and the holder of a commercial cannabis retail license (“Cannabis License”). The Manager and the Company are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • April 15th, 2024 • Blum Holdings, Inc. • Retail-miscellaneous retail • Delaware

THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2024, by and among Blum Holdings, Inc., a Delaware corporation (the “Company”), each holder of shares of the Company’s Series V Preferred Stock, $0.001 par value per share (the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to the terms of this Agreement, the “Investors”), and Sabas Carrillo, the Company’s Chief Executive Officer (“Mr. Carrillo”).

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