SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 14th, 2021 • Bloomios, Inc. • Gold and silver ores • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of July 9, 2021 by and among BLOOMIOS INC. (f/k/a XLR Medical Corp.), a corporation organized under the laws of the state of Nevada (“BLMS”) and CBD BRAND PARTNERS, LLC, a Wyoming Limited Liability Company (“CBDBP,” and collectively with BLMS the “Company”), and JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company (the “Purchaser”).
COMMON SHARE PURCHASE WARRANT BLOOMIOS INC.Security Agreement • July 14th, 2021 • Bloomios, Inc. • Gold and silver ores • Nevada
This COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $1,100,000.00 senior secured convertible promissory note to the Holder (as defined below) of even date (the “Note”), and the first tranche thereunder, Jefferson Street Capital, LLC, a Delaware limited liability company (including any permitted and registered assigns, each a “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Bloomios Inc. (formerly known as XLR Medical Corp)., a corporation organized under the laws of the State of Nevada corporation (the ”Company”), _______ common shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof
COMMON STOCK PURCHASE WARRANT Bloomios, Inc.Common Stock Purchase Warrant • July 14th, 2021 • Bloomios, Inc. • Gold and silver ores • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Burdell Partners, LLC, a Georgia limited liability company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issuance Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bloomios, Inc., a Nevada corporation (the “Company”), up to Fifty Thousand (50,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A common stock, par value $0.00001 per share (the “Common Stock”). Holder and Company are collectively referred to herein as the “Parties” and at times each is individually referred to as a “Party.” Capitalized terms used herein and not otherwise defined herein shall have the respect
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 14th, 2021 • Bloomios, Inc. • Gold and silver ores • Nevada
This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on July 9, 2021 by and between Bloomios Inc. (f/k/a XLR Medical Corp.), a corporation organized under the laws of the State of Nevada (“BLMS”) and CBD BRAND PARTNERS, LLC, a Wyoming Limited Liability Company (“CBDBP,” and collectively with BLMS the “Debtor”) and Jefferson Street Capital LLC, a New Jersey limited liability company, and its permitted endorsees, transferees and assigns (the “Secured Party”).
REGISTRATION RIGHTS AGREEMENT Bloomios, Inc. Burdell Partners, LLC.Registration Rights Agreement • July 14th, 2021 • Bloomios, Inc. • Gold and silver ores • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), is entered into as of July 9, 2021 (the “Execution Date”), by and between Bloomios, Inc., a Nevada corporation (the “Company”), and Burdell Partners, LLC, a Georgia limited liability company (the “Buyer”). Company and Buyer are collectively referred to herein as the “Parties” and at times each is individually referred to as a “Party.” Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE AGREEMENT Bloomios, Inc. Burdell Partners, LLCCommon Stock Purchase Agreement • July 14th, 2021 • Bloomios, Inc. • Gold and silver ores • Nevada
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), is entered into as of July 9, 2021 (the “Execution Date”), by and between Bloomios, Inc., a Nevada corporation (the “Company”), and Burdell Partners, LLC, a Georgia limited liability company (the “Buyer”). Company and Buyer are collectively referred to herein as the “Parties” and at times each is individually referred to as a “Party.” Capitalized terms used herein and not otherwise defined are defined in Section 11.
