SECURITY AGREEMENTSecurity Agreement • October 31st, 2022 • Bloomios, Inc. • Medicinal chemicals & botanical products • New York
This SECURITY AGREEMENT, dated as of October 26, 2022 (this “Agreement”), is among BLOOMIOS, INC., a Nevada corporation (together with its successors and assigns, the “Company”), BLOOMIOS PRIVATE LABEL LLC, a Florida limited liability company (together with its successors and assigns, “Bloomios Private Label”), CBD BRAND PARTNERS LLC, a Wyoming limited liability company (together with its successors and assigns, “CBDPB”), INFUSED CONFECTIONS LLC, a Wyoming limited liability company (together with its successors and assigns, “Infused Confections”) and INFUSIONZ LLC, a Colorado limited liability company (together with its successors and assigns, “Infusionz”, and together with Bloomios Private Label, CBDBP and Infused Confections, collectively, the “Subsidiaries”) (the Company and the Subsidiaries, together with any other debtor parties joined hereto from time to time as provided herein, collectively, the “Debtors”, and each individually, a “Debtor”), the holders of the 15.0% Original Iss
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2022 • Bloomios, Inc. • Medicinal chemicals & botanical products • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of October 26, 2022, between Bloomios, Inc., a Nevada corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and [ ], a Delaware limited partnership, in its capacity as agent solely as described in Article VI hereto (the “Agent”).
COMMON STOCK PURCHASE WARRANT BLOOMIOS, INC.Bloomios, Inc. • October 31st, 2022 • Medicinal chemicals & botanical products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 earlier of the Maturity Date of the Debenture issued to Holder or the closing of a Qualified Offering (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20281 (if no Qualified Offering has been consummated occurred on or prior to the Maturity Date of the Debentures) or the date that is five years and six months following the closing of the Qualified Offering (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from Bloomios, Inc., a Nevada corporation (the “Company”), up to ______2 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 31st, 2022 • Bloomios, Inc. • Medicinal chemicals & botanical products • Nevada
MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of October 26, 2022 (the “Effective Date”), is by and among Upexi, Inc., a Nevada corporation (the “Seller”), Bloomios, Inc., a Nevada corporation (“Bloomios”) and Infused Confections LLC, a Wyoming limited liability company (the “Buyer”), which company is the wholly-owned subsidiary of Bloomios (the “Agreement”). Each of Seller, Bloomios and Buyer may be hereinafter referred to as a “Party” and, collectively, as the “Parties.”
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 31st, 2022 • Bloomios, Inc. • Medicinal chemicals & botanical products • Nevada
THIS PLEDGE AND SECURITY AGREEMENT, dated as of October 26, 2022 (this “Agreement”) is by and between Infusionz LLC, a Colorado limited liability company (“Pledgor”) and Upexi, Inc., a Nevada corporation (“Pledgee”). Pledgor and Pledgee may be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 31st, 2022 • Bloomios, Inc. • Medicinal chemicals & botanical products • Nevada
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), is entered into as of October 26, 2022, by and between Upexi, Inc., a Nevada corporation (“UPEXI”), and Bloomios, Inc., a Nevada corporation (“BLMS”).
