Blum Holdings Inc (BLMH)

[Art Vandeley]

You might want to double check the # of outstanding shares.

Securities offered by the Selling Stockholder
57,416,667 shares of Common Stock (1)

Common Stock outstanding before this offering
302,846,478 shares (2)

Common Stock outstanding after this offering
359,846,478 shares (3)



(1)
Consists of: (i) 416,667 Initial Commitment Shares; and (ii) 57,000,000 Additional Commitment Shares.


(2)
Consists of: (i) 197,714,575 shares of Common Stock issued and outstanding as of December 23, 2014 (which includes the 416,667 Initial Commitment Shares); (ii) 100 shares of Common Stock issuable upon the conversion of all 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) 21,674,757 shares of Common Stock issuable upon the exercise of all of our outstanding warrants.

(3)
Consists of: (i) 197,714,575 shares of Common Stock issued and outstanding as of December 23, 2014 (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; (iv) 83,457,046 shares of Common Stock issuable upon the conversion of all of our currently outstanding shares of Series B Preferred Stock; and (v) 21,674,757 shares of Common Stock issuable upon the exercise of all of our outstanding warrants.

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