Blum Holdings Inc (BLMH)

[Art Vandeley]

Page 11.

The Offering

Securities offered by the Selling Stockholder
57,416,667 (1)

Common Stock outstanding before this offering
334,951,553 shares (2)

Common Stock outstanding after this offering
391,951,553 shares (3)

footnote 3

(3)
Consists of: (i) 218,300,399 shares of Common Stock issued and outstanding as of June 23, 2015 (which includes the 416,667 Initial Commitment Shares); (ii) 57,000,000 Additional Commitment Shares; (iii) 100 shares of Common Stock issuable upon the conversion of all of our currently outstanding shares of Series A Preferred Stock; (iii) 83,457,046 shares of Common Stock issuable upon the conversion of all of our currently outstanding shares of Series B Preferred Stock; and (iv) 33,194,008 shares of Common Stock issuable upon the exercise of all of our outstanding warrants.

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