Barrett Evans - 09 Jul 2021 Form 3 Insider Report for BLOOMIOS, INC.

Footnote F1

The Series A Preferred Stock shall with respect to distributions of assets and rights upon the occurrence of a Liquidation rank (i) senior to the common stock of the Corporation and (ii) senior to each other class or series of Capital Stock of the Corporation hereafter created which does not expressly rank pari passu with or senior to the Series A Preferred Stock (collectively with the common stock, the "Junior Stock"). In addition to any voting rights provided by law, the holders of shares of Series A Preferred Stock shall have the following rights: Each share of Series A Preferred Stock shall entitle the holder thereof to vote, in person or by proxy, at a special or annual meeting of stockholders (or in any action by written consent), on all matters voted on by holders of common stock voting together as a single class with other shares entitled to vote thereon. With respect to any such vote, each share of Series A Preferred Stock shall entitle the holder thereof to cast such number of votes equal to 0.0051 % of the total number of votes entitled to be cast. For purposes of clarification, the holders of all 10,000 shares of Series A Preferred Stock will have the right to cast an aggregate of 51% of the total number of votes entitled to be cast. Automatic Conversion/Redemption. Effective upon the closing of a Qualified Financing, defined as a financing in excess of $10 million, all issued and outstanding shares of Series A Stock shall be automatically converted into Common Stock of the Company (the "Automatic Conversion") at a rate of 50 shares of Common Stock per Series A or redeemed by the Company at a rate of $100 per Series A Stock, at the holder's option.

Footnote F2

The shares of Series B Preferred Stock may, at any time, at the option of the holder, be converted into fully paid and non-assessable shares of Common Stock (a "Voluntary Conversion".) The number of shares of Common Stock to which a holder of Series B Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the "Series B Stock Conversion Rate" then in effect (determined as provided in Section 3(b) by the number of shares of Series B Stock being converted. (b) Series B Stock Conversion Rate. The conversion rate in effect at any time for conversion of the Series B Stock (the "Series B Stock Conversion Rate") shall be the product obtained by multiplying .001 by the aggregate number of the Company's Common Stock, on a fully diluted basis, issued and outstanding at the time of the Conversion. For the purposes of calculating the Series B Stock Conversion Rate, the Company's Common Stock on a fully diluted basis, shall equal the sum of (a) the aggregate number of shares of Common Stock issued, outstanding and agreed to be issued, on the date of the Conversion {the "Conversion Date"), and (b) the aggregate number of shares of Common Stock into which any options, warrants, convertible debt, convertible preferred stock, and other convertible securities of the Company which are Issued and outstanding, and which the Company has agreed to issue, are convertible at the time of the Conversion. Automatic Conversion. Effective upon the closing of a Qualified Financing (a financing of at least $10,000,000) the Series B Stock shall be automatically converted into common stock at the rate specified in Section 3(b). There is no expiration date applicable to the Series B Preferred Stock.

Footnote F3

The Reporting Person is a managing member of AGPL Acquisition, Inc.("AGPL"), ex-managing member of TSP, LLC ("TSP") Mr. Evans has had no interest in TSP for 2 years, the managing member of BSRS, LLC ("BSRS"), is a 50% member and owner of Mammoth Crest Capital, LLC. ("MCC") and Catherine Evans ("CE") is the spouse of the Reporting Person.