BLOOMIOS, INC. (Form: 8-K, Received: 06/21/2021 06:10:50)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 21, 2021 (June 16, 2021)

BLOOMIOS, INC.

(Exact name of registrant as specified in its charter)

Nevada

333-206764

88-0488851

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

201 W. Montecito Street

Santa Barbara, CA 93101

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (805) 222-6330

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.00001 per share		XLRM		OTC Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.

Forward-Looking Statements

This Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed, and actual future results may vary materially.

Information regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources and cannot assure investors of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On June 16, 2021, Mr. Michael Hill, our Chief Executive Officer, Chief Financial Officer and Director, resigned his position as Chief Financial Officer and appointed Mr. John Bennett. The reason for Mr. Hill’s resignation as Chief Financial Officer was solely to expand the management team. Mr. Hill will remain the Chief Executive Officer and a Director of the Company. The board of directors has agreed to compensate Mr. Hill at a rate of $25,000 per month pursuant to his employment agreement, as more fully described in Exhibit 10.1.

Michael Hill is the Chief Executive Officer and Director of Bloomios. Mr. Hill is a seasoned executive and corporate advisor with over 15 years in both the private and public sectors. He co-founded and is the Managing Director of CBD Brand Partners, a brand accelerator that is vertically integrated within the hemp and CBD industry. In 2019, Mr. Hill co-founded Law For All and serves as the Chief Executive Officer, a legal technology platform and service provider. During 2015 to 2019 he served as the Chief Executive Officer of Total Sports Media, an online sports and entertainment media company. Over his tenure he has led and completed multiple mergers and acquisitions of a variety of companies, more specifically advertising, streaming media, data management, mobile and ad-tech driven companies. He has a deep understanding and experience in both pre-transaction and post-transaction operational planning and integration. Prior to this work, Mr. Hill served in the United States Navy, receiving the honor of Enlisted Surface Warfare Specialist.

On June 16, 2021, the board of directors appointed Mr. Barrett Evans to the positions of President, Chief Strategy Officer and Director. The board of directors has agreed to compensate Mr. Evans at a rate of $25,000 per month pursuant to his employment agreement, as more fully described in Exhibit 10.2.

Barrett Evans is the President, Chief Strategy Officer and Director of Bloomios. Mr. Evans has over 30 years of experience in both private and public company investing, finance, management, and restructuring. Mr. Evans currently sits on several board of directors for both private and public companies. Mr. Evans co-founded CBD Brand Partners. For the past decade, Mr. Evans has headed up Montecito Capital managing its investments. Mr. Evans has significant experience in investing in small companies and facilitating their growth, and in restructuring struggling companies. Mr. Evans has a Bachelor of Arts in Political Science from the University of California, Santa Barbara.

On June 16, 2021, the board of directors appointed Mr. John Bennett, as director and Chief Financial Officer of the Company. The board of directors has agreed to compensate Mr. Bennett at a rate of $12,500 per month pursuant to his employment agreement, as more fully described in Exhibit 10.3

John Bennett is the Chief Financial Officer and Director of Bloomios. Mr. Bennett is a seasoned executive, with over 30 years of experience in both the public and private sector. Mr. Bennett served as the Chief Financial Officer for Clean Energy Technologies, Inc. (CETY) from January 2005 thru March 2020 and served on the board of directors from September 2009 thru February 2018. While with CETY Mr. Bennett was an integral part of taking them public with the completion of their SB2 registration. From January of 2008 thru the present Mr. Bennett ran his own consulting firm (Advent Consulting), focusing on public companies in the microcap space. He has extensive experience with the public reporting requirements with the SEC, including 10K, 10Q including S1 and Reg A registrations statements and audit interface with PCAOB audit firms. He has been in the Manufacturing Industry for over 30 years. He has held positions as the Controller, Vice President of Finance and Chief Financial Officer, Mr. Bennett Holds a Bachelor of Science degree in Accounting from Mesa University and a Master of Science in Finance degree from the University of Colorado.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

In reviewing the agreements included or incorporated by reference as exhibits to this Current Report on Form 8-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report on Form 8-K and in our other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

Item 8.01 Other Events. Indemniﬁcation of Directors and Oﬃcers.

On June 16, 2021, the Company entered into an Indemnification Agreement with the Chief Executive Officer, Chief Financial Officer, and President and Chief Strategy Officer of the Company. The Indemnification Agreements are filed pursuant Exhibits 8.01, 8.02 and 8.03 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits

Incorporated by reference are the previously reported consolidated financial statement filed with the Securities and Exchange Commission on Form 10K on April 15, 2021.

Number		Description
10.1		Employment Agreement Hill
10.2		Employment Agreement Evans
10.3		Employment Agreement Bennett
8.01		Indemnification Agreement Hill
8.02		Indemnification Agreement Evans
8.03		Indemnification Agreement Bennett

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bloomios, Inc.

Date: June 21, 2021	By:	/s/ Michael Hill
	Name:	Michael Hill
	Position:	Chief Executive Officer

EXHIBIT 8.01

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June 16, 2021, by and between Bloomios Inc., a Nevada corporation (the “Corporation”), and Michael Hill (the “Indemnified Party”), an individual having an address at 201 W. Montecito Street, Santa Barbara, CA 93101. The Corporation and the Indemnified Party are collectively referred to herein as the “Parties” and at times each is individually referred to as a “Party.”

RECITALS:

WHEREAS, the Indemnified Party is a director of the Corporation and performs a valuable service in such capacity for the Corporation;

WHEREAS, it is essential to the Corporation to retain and attract, as directors and officers, the most capable persons available;

WHEREAS, both the Corporation and the Indemnified Party recognize the increased risk of litigation and other claims currently being asserted against directors and officers of corporations; and

WHEREAS, in order to induce the Indemnified Party to continue to serve as a director of the Corporation, the Corporation has determined and agreed to enter into this Agreement with the Indemnified Party.

NOW, THEREFORE, in consideration of the Indemnified Party’s continued service as a director after the date hereof, the parties agree as follows:

1. Definitions. As used in this Agreement:

(a) “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case, in which the Indemnified Party is a party or is threatened to be made a party, by reason of the fact that the Indemnified Party: (i) is, was or agreed to become a director or an officer of the Corporation (or of any predecessor or subsidiary of the Corporation or any successor to the Corporation by merger), including any actions taken by the Indemnified Party in such capacity; or (ii) is or was serving or agreed to serve at the request of the Corporation as a director, partner, trustee, officer, employee or agent of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprise, in each case described in subsection (i) and (ii) above whether or not he is acting or serving in any such capacity at the time any Expense is incurred for which indemnification or reimbursement can be provided under this Agreement. “Proceeding” also includes an action by the Indemnified Party, including without limitation, any mediation or arbitration to establish or enforce a right of Indemnified Party under this Agreement.

(b) “Expense” or “Expenses” shall mean all costs, charges and expenses incurred in connection with any proceeding (including reasonable expert, consultant and attorneys’ fees and all reasonable disbursements), judgments, fines and amounts paid in settlement including, without limitation, expenses of investigation, judicial or administrative proceedings and appeals.

2. Actions, Suits and Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify the Indemnified Party in accordance with the provisions of this Agreement if the Indemnified Party is a party or is threatened to be made a party to any Proceeding (other than an action against the Indemnified Party by or in the right of the Corporation) to the greatest extent permitted by governing law against all Expenses actually and reasonably incurred by the Indemnified Party or on the Indemnified Party’s behalf in connection with such Proceeding and any appeal therefrom, unless it is determined by final, non-appealable order of a court of competent jurisdiction that governing law bars and prohibits the Corporation from providing such indemnification; provided further, that notwithstanding anything herein contained to the contrary, any settlement of a Proceeding must be approved in advance in writing by the Corporation (which approval shall not be unreasonably withheld). The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Corporation is barred and prohibited by governing law from providing indemnification to the Indemnified Party.

3. Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify the Indemnified Party in accordance with the provisions of this Agreement if the Indemnified Party is a party, or is threatened to be made a party, to any Proceeding brought against the Indemnified Party by or in the right of the Corporation, to the greatest extent permitted by governing law, against all Expenses actually and reasonably incurred by the Indemnified Party or on the Indemnified Party’s behalf in connection which such Proceeding and any appeal therefrom, unless it is determined by final, non-appealable order of a court of competent jurisdiction that governing law bars and prohibits the Corporation from providing such indemnification; except that indemnification shall be made in respect of any claim, issue or matter as to which the Indemnified Party shall have been adjudged to be liable to the Corporation by final, non-appealable order of a court of competent jurisdiction only to the extent that it is determined by final, non-appealable order of a court of competent jurisdiction, upon application, that, despite the adjudication of such liability but in view of all the circumstances of the case, the Indemnified Party is fairly and reasonably entitled to indemnity for Expenses in respect of such claim, issue or matter to the extent such court shall deem proper.

4. Costs and Expenses Relating to Service as a Witness. The Corporation shall indemnify the Indemnified Party in accordance with the provisions of this Agreement with respect to all Expenses incurred or suffered by the Indemnified Party as a result of the service, attendance or appearance by the Indemnified Party as a witness (or in any other non-party capacity) in any suit or proceeding, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature (including any part thereof such as appearance at a hearing, deposition or trial or any actions taken in response to any subpoena, order, discovery request or the like) if such service, attendance or appearance related to or results from the fact that he (i) is, was or agreed to become a director or an officer of the Corporation; or (ii) is or was serving or agreed to serve at the request of the Corporation as a director, partner, trustee, officer, employee or agent of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprise, in each case described in subsection (i) and (ii) above whether or not he is acting or serving in any such capacity at the time any Expense is incurred for which indemnification or reimbursement can be provided under this Agreement (a “Witness Proceeding”).

5. Notification and Defense of Claim. As a condition precedent to the Indemnified Party’s right to be indemnified, the Indemnified Party must promptly notify the Corporation of receipt of notice of any Proceeding or Witness Proceeding for which indemnity is sought, provided, however, that the failure to give such notice will not relieve the Corporation of any liability that it may have to any Indemnified Party, except and only to the extent that it is determined by final, non-appealable order of a court of competent jurisdiction that the defense of the Indemnified Party in such Proceeding or Witness Proceeding was materially prejudiced by the Indemnified Party’s failure to give such notice. With respect to any Proceeding or Witness Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnified Party. After notice from the Corporation to the Indemnified Party of its election so to assume such defense, the Corporation shall not be liable to the Indemnified Party for any attorney fees subsequently incurred by the Indemnified Party for so long as the Corporation maintains such defense in connection with such claim, other than as provided below in this Section 5. The Indemnified Party shall have the right to employ his own counsel in connection with such Proceeding or Witness Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnified Party unless (i) the employment of counsel by the Indemnified Party has been authorized by the Corporation, (ii) counsel to the Indemnified Party shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnified Party in the conduct of such Proceeding or Witness Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnified Party shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement.

6. Advance of Costs, Charges and Expenses. Subject to the provisions of Section 7 below, any Expenses for which the Corporation is authorized to indemnify the Indemnified Party under the terms of this Agreement (including costs, charges, and expenses, including reasonable attorney’s fees) incurred by an Indemnified Party in connection with any Proceeding or Witness Proceeding shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such Expenses in advance of the final disposition of such Proceeding or Witness Proceeding shall be made only upon receipt of (i) statements by or on behalf of the Indemnified Party reasonably evidencing the Expenses to be incurred, and (ii) an undertaking by or on behalf of the Indemnified Party to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnified Party is not entitled to be indemnified by the Corporation as authorized in this Agreement. Such undertaking shall be accepted without reference to the financial ability of the Indemnified Party to make such repayment. Any advances and undertakings to repay pursuant to this Section 6 shall be unsecured and interest free.

7. Procedure for Indemnification. Any indemnification or advancement of expenses pursuant to Sections 2, 3, 4, 5 or 6 of this Agreement shall be made promptly, and in any event within thirty (30) days after receipt by the Corporation of the written request of the Indemnified Party. The right to indemnification or advances as granted by this Agreement shall be enforceable by the Indemnified Party in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the thirty (30) day period referred to above. The Indemnified Party’s costs, charges and expenses (including reasonable attorneys’ fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation. Unless otherwise provided by governing law, the burden of proving that the Indemnified Party is not entitled to indemnification or advancement of expenses under this Agreement shall be on the Corporation.

8. Other Rights. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnified Party may be entitled under the Certificate of Incorporation of the Corporation, the Bylaws of the Corporation or any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to the Indemnified Party even though he shall have ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnified Party.

9. Partial Indemnification. If the Indemnified Party is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses incurred by or on behalf of the Indemnified Party in connection with any Proceeding or Witness Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party for the portion of such Expenses to which the Indemnified Party is entitled.

10. Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Corporation on account of any Proceeding in which judgment is rendered against Indemnified Party for an accounting of profits made from the purchase or sale by Indemnified Party of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act, or similar provisions of any federal, state, or local laws or for which payment is prohibited by law.

11. Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnified Party shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnified Party against the Corporation or any director or officer of the Corporation unless (i) the Corporation has joined in or the board of directors has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce Indemnified Party’s rights under this Agreement, or any other agreement or insurance policy or the Corporation’s Certificate of Incorporation or Bylaws to indemnification or advancement of expenses; or (iii) as otherwise required under applicable law.

12. Reimbursement to Corporation by Indemnified Party; Limitation on Amounts Paid by Corporation. To the extent the Indemnified Party has been indemnified by the Corporation hereunder for certain Expenses, and the Corporation has fully and completely fulfilled all its obligations to the Indemnified Party hereunder, and the Indemnified Party later receives payments from any insurance carrier covering the same Expenses paid by the Corporation hereunder, the Indemnified Party shall reimburse the Corporation hereunder for such amounts received from the insurer net of costs of collection. To the extent the Indemnified Party has been indemnified by the Corporation hereunder and it is later determined by a court of competent jurisdiction that the Indemnified Party was not entitled to indemnification under Section 2 or 3, as the case may be, the Indemnified Party shall immediately reimburse the Corporation hereunder for all such amounts. Notwithstanding anything contained herein to the contrary, the Indemnified Party shall not be entitled to recover amounts under this Agreement which, when added to the amount of indemnification payments made to, or on behalf of, the Indemnified Party, under the Certificate of Incorporation or Bylaws of the Corporation, in the aggregate exceed the Expenses actually and reasonably incurred by the Indemnified Party (“Excess Amounts”). To the extent the Corporation has paid Excess Amounts to the Indemnified Party, the Indemnified Party shall be obligated to promptly reimburse the Corporation for such Excess Amounts.

13. Continuation of Rights and Obligations. All rights and obligations of the Corporation and the Indemnified Party hereunder shall continue in full force and effect despite the subsequent amendment or modification of the Corporation’s Certificate of Incorporation or Bylaws, as such are in effect on the date hereof, and such rights and obligations shall not be affected by any such amendment or modification, any resolution of directors or stockholders of the Corporation, or by any other corporate action which conflicts with or purports to amend, modify, limit or eliminate any of the rights or obligations of the Corporation and/or the Indemnified Party hereunder.

14. Severability; Survival. If this Agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, the Corporation shall nevertheless indemnify the Indemnified Party as to Expenses to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated or by any other applicable law. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, successors and assigns, including, without limitation, any successor to the Corporation by way of merger, consolidation and/or sale or disposition of all or substantially all of the shares of the Corporation.

15. Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts, including via facsimile or other electronic means, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

16. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

17. Notice by Indemnified Party. Indemnified Party agrees promptly to notify the Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. Failure of Indemnified Party to provide such notice shall not constitute a waiver of any of the rights or privileges of the Indemnified Party hereunder or render the By-laws, any other source of indemnification or applicable law.

18. Notice. Any and all notices or elections permitted or required to be made under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth below, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 18.

If to Corporation:

Bloomios Inc.

Attn: Barrett Evans

201 W. Montecito Street

Santa Barbara, CA 93101

Email: bevans@bloomios.com

If to Indemnified Party:

Michael Hill

201 W. Montecito Street

Santa Barbara, CA 93101

Email: mhill@bloomios.com

19. Liability Insurance. To the extent the Corporation maintains an insurance policy or policies providing general and/or directors’ and officers’ liability insurance, Indemnified Party shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Corporation director or officers.

20. Governing Law. The parties agree that the corporate laws of the State of Nevada shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the laws of the State of California, without reference to its principles of conflict of laws and without giving effect to any choice of law provision or rule that would cause the application of the laws of any jurisdictions other than the State of California. Each party irrevocably and unconditionally agrees and consents to submit to the non-exclusive personal jurisdiction of the U.S federal and state courts located in California for the adjudication of any dispute hereunder or in connection herewith and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT.

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be duly executed and signed effective as of the date first set forth above.

BLOOMIOS INC.		INDEMNIFIED PARTY


Barrett Evans, Director		Michael Hill

EXHIBIT 8.02

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June 16, 2021, by and between Bloomios Inc., a Nevada corporation (the “Corporation”), and Barrett Evans (the “Indemnified Party”), an individual having an address at 201 W. Montecito Street, Santa Barbara, CA 93101. The Corporation and the Indemnified Party are collectively referred to herein as the “Parties” and at times each is individually referred to as a “Party.”

RECITALS:

WHEREAS, the Indemnified Party is a director of the Corporation and performs a valuable service in such capacity for the Corporation;

WHEREAS, it is essential to the Corporation to retain and attract, as directors and officers, the most capable persons available;

WHEREAS, both the Corporation and the Indemnified Party recognize the increased risk of litigation and other claims currently being asserted against directors and officers of corporations; and

NOW, THEREFORE, in consideration of the Indemnified Party’s continued service as a director after the date hereof, the parties agree as follows:

1. Definitions. As used in this Agreement:

If to Corporation:

Bloomios Inc.

Attn: Michael Hill, CEO

201 W. Montecito Street

Santa Barbara, CA 93101

Email: mhill@bloomios.com

If to Indemnified Party:

Barrett Evans

201 W. Montecito Street

Santa Barbara, CA 93101

Email: bevans@bloomios.com

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be duly executed and signed effective as of the date first set forth above.

BLOOMIOS INC.		INDEMNIFIED PARTY


Michael Hill, CEO		Barrett Evans

EXHIBIT 8.03

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June 16, 2021, by and between Bloomios Inc., a Nevada corporation (the “Corporation”), and John Bennett (the “Indemnified Party”), an individual having an address at 201 W. Montecito Street, Santa Barbara, CA 93101. The Corporation and the Indemnified Party are collectively referred to herein as the “Parties” and at times each is individually referred to as a “Party.”

RECITALS:

WHEREAS, the Indemnified Party is a director of the Corporation and performs a valuable service in such capacity for the Corporation;

WHEREAS, it is essential to the Corporation to retain and attract, as directors and officers, the most capable persons available;

WHEREAS, both the Corporation and the Indemnified Party recognize the increased risk of litigation and other claims currently being asserted against directors and officers of corporations; and

NOW, THEREFORE, in consideration of the Indemnified Party’s continued service as a director after the date hereof, the parties agree as follows:

1. Definitions. As used in this Agreement:

If to Corporation:

Bloomios Inc.

Attn: Michael Hill, CEO

201 W. Montecito Street

Santa Barbara, CA 93101

Email: mhill@bloomios.com

If to Indemnified Party:

John Bennett

201 W. Montecito Street

Santa Barbara, CA 93101

Email: jbennett@bloomios.com

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be duly executed and signed effective as of the date first set forth above.

BLOOMIOS INC.		INDEMNIFIED PARTY


Michael Hill, CEO		John Bennett

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

BLOOMIOS, INC.

MICHAEL HILL

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 16, 2021, and effective as of June 1, 2021 (the “Effective Date”), by and between Bloomios, Inc., a Nevada corporation (the “Company”), and Michael Hill, the undersigned individual (the “Employee”). Company and Employee are collectively referred to herein as the “Parties” and at times each is individually referred to as a “Party.” This Agreement replaces and supersedes any and all prior agreements between the Parties.

BACKGROUND

The Company and Employee desire to enter into an Employment Agreement setting forth the terms and conditions of Employee’s employment with the Company.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Employment. The Company hereby employs Employee to serve as Chief Executive Officer (the “CEO”) of the Company and to serve in such additional or different position(s) consistent with that of CEO as the Board of Directors of the Company (the “BOD”) and Employee mutually agree.

	a.	Term. The term of this Agreement shall commence on the Effective Date and shall be for a period of three (3) years (the “Initial Term”) unless this Agreement is sooner terminated pursuant to Section 5 hereof. At the expiration of the Initial Term, this Agreement will automatically renew for an unlimited number of successive one (1) year periods (each a “Renewal Term” and collectively with the Initial Term the “Term”) unless either party provides written notice to the other party at least thirty (30) days before the end of the current period.

	b.	Duties and Responsibilities. Employee will report to the BOD. Employee shall have each and all of the duties and responsibilities of the position of CEO and such other or different duties on behalf of the Company which are consistent with that position, as may be assigned, from time to time, by the Company’s BOD and within the limitations established by the bylaws of the Company.

	c.	Location. The principal location at which Employee shall perform services for the Company shall be the Employee’s home office.

2.	Compensation.

	a.	Base Salary. Employee shall be paid a “Base Salary” at the annual rate of Three Hundred Thousand Dollars ($300,000.00). The annual Base Salary shall be reviewed on or before January 1 of each year by the BOD of the Company to determine if such Base Salary should be increased for the following year in recognition of Employee’s service to the Company unless this Agreement is sooner terminated pursuant to Section 5 hereof.

	b.	Payment. Payment of all compensation to Employee hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices, and such payments shall be subject to all applicable employment and withholding taxes.

	c.	Bonus. Employee shall be eligible for a bonus of up to One Hundred Seventy-Five Thousand Dollars ($175,000.00) annually, the amount and terms of which shall be determined pursuant to a plan mutually agreed upon by the Parties (the “Bonus Plan”). The Bonus Plan for the 2022 calendar year shall be agreed upon no later than September 30th, 2021. Future Bonus Plans shall be agreed upon annually, according to the same schedule.

	d.	Company Credit Card. Employee shall be issued a company credit card to use for Company business expenses.

	e.	Business Expenses. Upon prior authorization and submission of itemized expense statements in the manner specified by the Company, Employee shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Employee in the performance of his duties under this Agreement.

Page 1 of 6

3.	Other Employment Benefits.

	a.	Benefit Plans. Employee shall be entitled to participate in the Company’s medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Employee shall be entitled to participate in any other benefit plan offered by the Company to its employees for which Employee otherwise qualifies to participate during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any other employee benefit plan or program from time to time.

	b.	Vacation. Employee shall be entitled to three (3) weeks of vacation each calendar year of employment, exclusive of legal holidays, as long as the scheduling of Employee’s vacation does not interfere with the Company’s normal business operations.

	c.	Equity. Employee shall not be entitled to receive equity under this agreement other than Stock Options.

	d.	Stock Options. Employee shall be entitled to Seven Hundred Fifty Thousand (750,000) Stock Options to acquire shares of the common stock of the Company pursuant to the terms of the Company stock option plan, yet to be adopted by the Company.

	e.	Telephone. Company shall provide Employee with a phone and/or phone service at no charge to Employee.

	f.	No Other Benefits. Employee understands and acknowledges that the compensation and benefits contained in Sections 2 and 3 of this Agreement shall be in lieu of any and all other forms of compensation and benefits.

Employee’s Business Activities. Employee shall devote a substantial portion of his business time, attention and energy to the business and affairs of the Company and its affiliates, as its business and affairs now exist and as they hereafter may reasonably change. Employee may serve as a consultant, a member of the board of directors, or other positions of other organizations that do not compete with the Company, and may participate in other professional, civic, governmental organizations and activities that do not materially affect his ability to carry out his duties hereunder.

5.	Termination.

Termination For Cause. Upon termination of this Agreement for cause, the Company shall be under no further obligation to Employee, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof. Notwithstanding anything herein to the contrary, the Company may terminate Employee’s employment hereunder for cause for any of the following reasons:

	(i)	conviction of a felony, any act involving moral turpitude or a misdemeanor where imprisonment is imposed;

	(ii)	commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company record;

	(iii)	improper disclosure of the Company’s Confidential or Proprietary Information;

	(iv)	any action by Employee which has a material and continuing detrimental effect on the Company’s reputation or business;

	(v)	Employee’s failure or inability to perform any reasonable assigned duty following written notice from the Company of, and a reasonable opportunity to cure, such failure or inability;

	(vi)	any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach;

	(vii)	any course of conduct amounting to gross incompetence;

	(viii)	chronic and unexcused absenteeism;

	(ix)	unlawful appropriation of a corporate opportunity; or

	(x)	misconduct in connection with the performance of any of Employee’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject.

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	b.	Termination Without Cause. Company may terminate this Agreement at any time without cause. Upon termination of this Agreement without cause, the Company shall be under no further obligation to Employee, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof. However, provided that Employee executes a one (1) year non-competition agreement and a valid and comprehensive release of any and all claims which Employee may have against the Company, in a form provided by the Company, within seven (7) days of termination, Employee shall be entitled to one (1) year Base Salary plus any accrued but unpaid Base Salary and accrued vacation, less deductions as required by law.

	c.	Termination by Resignation with Good Reason. In the event that Employee should terminate this Agreement by resigning with Good Reason, as defined below, Employee shall be entitled to unpaid Base Salary for the remaining Term of the Agreement and accrued vacation, less deductions as required by law. Provided, however, that Employee executes a valid and comprehensive release of any and all claims which Employee may have against the Company, in a reasonable form provided by the Company, within seven (7) days of termination. Resignation for “Good Reason” may occur when Employee gives Company written notice, within thirty (30) days after the Employee has knowledge of the occurrence, without his written consent, of one of the instances described below, and the duly noticed instance has not been cured by Company within fifteen (15) days of Company’s receipt of such notice.

	(i)	Assignment to the Employee of duties materially and adversely inconsistent with the Employee’s duties and responsibilities as defined in Section 1(b) above;

	(ii)	a reduction by the Company of Employee’s Base Salary;

	(iii)	Company’s failure to provide bonuses or any material employee benefits due to be provided to Employee (other than any such failure which affects all similarly situated employees in the same manner);

	(iv)	a direction or order by the Company’s BOD that the Employee perform an unlawful act in the course of his employment;

	(v)	a requirement that the Employee relocate his principal office of employment more than twenty (20) miles from its current office locations;

	(vi)	required business travel materially in excess of Employee’s historic norms and more than four (7) business days per calendar month on average; or

	(vii)	the assignment of excessive work compared to Employee’s historic normal workload for the Company and more than fifty (50) hours per calendar week.

	d.	Disability. The Company may terminate this Agreement without liability should Employee become permanently prevented from properly performing his essential duties hereunder with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than ninety (90) consecutive days. Upon such termination, Employee shall be entitled to all accrued but unpaid Base Salary and vacation.

	e.	Death. In the event of the death of Employee, the Company’s obligations hereunder shall automatically cease and terminate; provided, however, that the Company shall pay to Employee’s heirs or personal representatives Employee’s Base Salary for six (6) months after the date of death and vacation accrued to the date of death.

	f.	Cooperation. Following notice of termination, Employee shall cooperate with the Company, as reasonably requested by the Company, to affect a transition of Employee’s responsibilities and to ensure that the Company is aware of all matters being handled by Employee.

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Assistance in Litigation. Employee shall, during and after termination or resignation, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become a party; provided, however, that such assistance following termination or resignation shall be furnished at mutually agreeable times and for mutually agreeable compensation.

6.	Confidential Information. Employee understands that some information obtained in connection with his employment, including, but not limited to, information regarding the Company’s present or proposed business, operations and ownership, is and/or will be confidential and proprietary information. Employee agrees that he will maintain the confidentiality of such information and will not use or disclose such information to others without the written consent of the Company, except when such use or disclosure is required by binding order of a court of governmental agency, in which case Employee shall notify and cooperate with the Company in obtaining any protective orders (or other assurances of confidential treatment) and in limiting the extent of confidential information disclosed. Information which is generally known in the industry or to the public or which has been disclosed to Employee by third parties who had a right to disclose such information shall not be deemed confidential or proprietary information.

7.	Representations and Warranties. Employee represents and warrants that he is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with his undertaking employment with the Company. Employee will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others. Employee has returned or properly destroyed all property and confidential information belonging to all prior employers.

8.	Remedies. The Parties acknowledge and agree that, in the event of any material breach or threatened material breach of this Agreement by Employee, the damage or imminent damage to the value and the goodwill of the Company shall be inestimable. As such, the Parties agree that the remedies at law for any material breach or threatened material breach of this Agreement by Employee, including monetary damages, are inadequate compensation for any loss and that Company shall be entitled to seek injunctive or other equitable relief with respect to its rights hereunder, in addition to any remedies available at law. Employee hereto waives any defense to such claim that a remedy at law would be adequate.

9.	Parties Bound; Assignment. Employee’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement is binding upon, and inures to the benefit of, Company and its respective successors and assigns; provided that Company may not, without the prior written consent of Employee, which shall not reasonably be withheld, assign any rights, duties, or obligations hereunder, and any purported assignment in violation of the foregoing shall be void and ineffective. This provision shall not prohibit a transfer by operation of law of all the rights and obligations under this Agreement related to any corporate reorganization of Company.

10.	No Third-Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any person or entity other than the Parties and their respective successors and permitted assigns.

11.	Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and do not limit, amplify, or modify the terms of this Agreement.

12.	Notice. Unless specifically otherwise provided, whenever this Agreement requires or permits any consent, approval, notice, request, or demand from one Party to another, such communication must be in writing (which may be sent by e-mail, courier or recognized overnight delivery service) to be effective and shall be deemed to have been given upon receipt when delivered personally or sent by electronic message (provided the recipient responds to the message and confirmation of both electronic messages are kept on file by the sending party) and on the date actually delivered after timely deposit with a nationally recognized overnight delivery service. Until changed by Notice pursuant hereto, the contact information for each Party is as follows:

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If to Company:

Bloomios, Inc.

201 W Montecito Street

Santa Barbara, CA 93101

Email: bevans@bloomios.com

If to Employee:

Michael Hill

6073 Paseo Palmilla

Goleta, CA 93117

Email: mhill@bloomios.com

13.	Survival. All covenants, agreement, representations, and warranties made in this Agreement shall survive all closings under this Agreement and, to the extent expressly stated in certain paragraphs of this Agreement, the expiration of the Initial Term or the early termination of this Agreement.

14.	Governing Law. This Agreement shall be governed by the laws of California, without reference to its principles of conflict of laws. Each of the Parties irrevocably and unconditionally agrees and consents to submit to the non-exclusive personal jurisdiction of the U.S federal and state courts located in Santa Barbara County, California for purposes of disputes arising under this Agreement.

15.	Arbitration. In the event of any dispute regarding the meaning, instruction, or intent of this Agreement, or of any matter of performance, fact, law, background, circumstance, or other matter of any kind whatsoever relating to this Agreement or the employment relationship, either during the existence of the employment relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, the Parties stipulate and agree that such dispute shall be submitted to binding and final arbitration in Santa Barbara, California, or such other location as the parties may mutually agree. Arbitration shall be conducted in accordance with the rules of international arbitration of the American Arbitration Association (“AAA”) in effect at the time of this Agreement. One arbitrator agreed upon by the Parties shall be appointed from a panel of arbitrators submitted to the Parties by the AAA, or if the Parties cannot agree upon one arbitrator from such panel, an arbitrator from the panel shall be appointed in accordance with the AAA’s rules. Such appointment shall be made within thirty (30) days after the election to arbitrate. Arbitration may proceed in the absence of any Party if written notice of the proceedings has been given to such Party. Discovery shall be available to the Parties subject to the approval and control of the arbitrator. The decision by the arbitrator shall be binding on all Parties and may be entered in any court of competent jurisdiction for enforcement. Such a decision shall include the payment of all fees and costs of the prevailing Party by the losing Party. The determination of the “Prevailing Party” shall be made by the arbitrator. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the Company from bringing an action for injunctive relief or other equitable relief. The arbitrator shall not have the right to award punitive damages, consequential damages, lost profits or speculative damages to either party. The parties shall keep confidential the existence of the claim, controversy or disputes from third parties (other than the arbitrator), and the determination thereof, unless otherwise required by law or necessary for the business of the Company. The arbitrator(s) shall be required to follow applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

16.	Attorneys’ Fees. In the event of a dispute or litigation as to any terms or conditions of this Agreement, or if a Party brings an action or proceeding to enforce or declare any rights herein created, or to bring about or declare the termination, cancellation, or rescission of this Agreement, the prevailing Party in such action or proceeding shall be entitled to receive from the other Party fees and costs, including attorneys’ fees, as a court of competent jurisdiction may deem just and proper.

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17.	Entirety and Amendments. This Agreement represents the final agreement between the Parties with respect to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements by the Parties. There are no unwritten oral agreements between the Parties. This Agreement may be amended only by an instrument in writing executed jointly by an authorized representative of the Company and Employee and supplemented only by documents delivered or to be delivered in accordance with the express terms hereof. The terms and provisions of this Agreement shall control any conflict between the terms and provisions of this Agreement and the terms and provisions of any other agreement.

18.	Waivers. No course of dealing nor any failure or delay by either Party, or its respective officers, directors, employees, representatives, or attorneys with respect to exercising any right or remedy available to it hereunder shall operate as any waiver thereof under this Agreement. A waiver must be in writing and signed by the waiving Party to be effective, and such waiver shall be effective only in the specific instance and for the specific purpose for which it is given.

19.	Multiple Counterparts. This Agreement has been executed in a number of identical counterparts, each of which shall be deemed an original for all purposes and all of which constitute, collectively, one agreement; but, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

20.	Confidentiality. The Parties agree to use their best efforts to maintain the confidentiality of the terms set forth in this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.

Company Bloomios, Inc.		EMPLOYEE

By:		By:
	Barrett Evans, Director		Michael Hill

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EXHIBIT 10.2

EMPLOYMENT AGREEMENT

BLOOMIOS, INC.

BARRETT EVANS

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 16, 2021, and effective as of June 1, 2021 (the “Effective Date”), by and between Bloomios, Inc., a Nevada corporation (the “Company”), and Barrett Evans, the undersigned individual (the “Employee”). Company and Employee are collectively referred to herein as the “Parties” and at times each is individually referred to as a “Party.” This Agreement replaces and supersedes any and all prior agreements between the Parties.

BACKGROUND

The Company and Employee desire to enter into an Employment Agreement setting forth the terms and conditions of Employee’s employment with the Company.

Employment. The Company hereby employs Employee to serve as President and Chief Strategy Officer (the “CSO”) of the Company and to serve in such additional or different position(s) consistent with that of CSO as the Board of Directors of the Company (the “BOD”) and Employee mutually agree.

	a.	Term. The term of this Agreement shall commence on the Effective Date and shall be for a period of three (3) years (the “Initial Term”) unless this Agreement is sooner terminated pursuant to Section 5 hereof. At the expiration of the Initial Term, this Agreement will automatically renew for an unlimited number of successive one (1) year periods (each a “Renewal Term” and collectively with the Initial Term the “Term”) unless either party provides written notice to the other party at least thirty (30) days before the end of the current period.

	b.	Duties and Responsibilities. Employee will report to the BOD. Employee shall have each and all of the duties and responsibilities of the positions of President and CSO and such other or different duties on behalf of the Company which are consistent with that position, as may be assigned, from time to time, by the Company’s BOD and within the limitations established by the bylaws of the Company.

	c.	Location. The principal location at which Employee shall perform services for the Company shall be the Employee’s home office.

2.	Compensation.

	a.	Base Salary. Employee shall be paid a “Base Salary” at the annual rate of Three Hundred Thousand Dollars ($300,000.00). The annual Base Salary shall be reviewed on or before January 1 of each year by the BOD of the Company to determine if such Base Salary should be increased for the following year in recognition of Employee’s service to the Company unless this Agreement is sooner terminated pursuant to Section 5 hereof.

	b.	Payment. Payment of all compensation to Employee hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices, and such payments shall be subject to all applicable employment and withholding taxes.

	c.	Bonus. Employee shall be eligible for a bonus of up to One Hundred Seventy-Five Thousand Dollars ($175,000.00) annually, the amount and terms of which shall be determined pursuant to a plan mutually agreed upon by the Parties (the “Bonus Plan”). The Bonus Plan for the 2022 calendar year shall be agreed upon no later than September 30^th, 2021. Future Bonus Plans shall be agreed upon annually, according to the same schedule.

	d.	Company Credit Card. Employee shall be issued a company credit card to use for Company business expenses.

	e.	Business Expenses. Upon prior authorization and submission of itemized expense statements in the manner specified by the Company, Employee shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Employee in the performance of his duties under this Agreement.

Page 1 of 6

3.	Other Employment Benefits.

	a.	Benefit Plans. Employee shall be entitled to participate in the Company’s medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Employee shall be entitled to participate in any other benefit plan offered by the Company to its employees for which Employee otherwise qualifies to participate during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any other employee benefit plan or program from time to time.

	b.	Vacation. Employee shall be entitled to three (3) weeks of vacation each calendar year of employment, exclusive of legal holidays, as long as the scheduling of Employee’s vacation does not interfere with the Company’s normal business operations.

	c.	Equity. Employee shall not be entitled to receive equity under this agreement other than Stock Options.

	d.	Stock Options. Employee shall be entitled to Seven Hundred Fifty Thousand (750,000) Stock Options to acquire shares of the common stock of the Company pursuant to the terms of the Company stock option plan, yet to be adopted by the Company.

	e.	Telephone. Company shall provide Employee with a phone and/or phone service at no charge to Employee.

	f.	No Other Benefits. Employee understands and acknowledges that the compensation and benefits contained in Sections 2 and 3 of this Agreement shall be in lieu of any and all other forms of compensation and benefits.

4.	Employee’s Business Activities. Employee shall devote a substantial portion of his business time, attention and energy to the business and affairs of the Company and its affiliates, as its business and affairs now exist and as they hereafter may reasonably change. Employee may serve as a consultant, a member of the board of directors, or other positions of other organizations that do not compete with the Company, and may participate in other professional, civic, governmental organizations and activities that do not materially affect his ability to carry out his duties hereunder.

5.	Termination.

Termination For Cause. Upon termination of this Agreement for cause, the Company shall be under no further obligation to Employee, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof. Notwithstanding anything herein to the contrary, the Company may terminate Employee’s employment hereunder for cause for any of the following reasons:

	(i)	conviction of a felony, any act involving moral turpitude or a misdemeanor where imprisonment is imposed;

	(ii)	commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company record;

	(iii)	improper disclosure of the Company’s Confidential or Proprietary Information;

	(iv)	any action by Employee which has a material and continuing detrimental effect on the Company’s reputation or business;

	(v)	Employee’s failure or inability to perform any reasonable assigned duty following written notice from the Company of, and a reasonable opportunity to cure, such failure or inability;

	(vi)	any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach;

	(vii)	any course of conduct amounting to gross incompetence;

	(viii)	chronic and unexcused absenteeism;

Page 2 of 6

	(ix)	unlawful appropriation of a corporate opportunity; or

	(x)	misconduct in connection with the performance of any of Employee’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject.

b.	Termination Without Cause. Company may terminate this Agreement at any time without cause. Upon termination of this Agreement without cause, the Company shall be under no further obligation to Employee, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof. However, provided that Employee executes a one (1) year non-competition agreement and a valid and comprehensive release of any and all claims which Employee may have against the Company, in a form provided by the Company, within seven (7) days of termination, Employee shall be entitled to one (1) year Base Salary plus any accrued but unpaid Base Salary and accrued vacation, less deductions as required by law.

c.	Termination by Resignation with Good Reason. In the event that Employee should terminate this Agreement by resigning with Good Reason, as defined below, Employee shall be entitled to unpaid Base Salary for the remaining Term of the Agreement and accrued vacation, less deductions as required by law. Provided, however, that Employee executes a valid and comprehensive release of any and all claims which Employee may have against the Company, in a reasonable form provided by the Company, within seven (7) days of termination. Resignation for “Good Reason” may occur when Employee gives Company written notice, within thirty (30) days after the Employee has knowledge of the occurrence, without his written consent, of one of the instances described below, and the duly noticed instance has not been cured by Company within fifteen (15) days of Company’s receipt of such notice.

	(i)	Assignment to the Employee of duties materially and adversely inconsistent with the Employee’s duties and responsibilities as defined in Section 1(b) above;

	(ii)	a reduction by the Company of Employee’s Base Salary;

	(iii)	Company’s failure to provide bonuses or any material employee benefits due to be provided to Employee (other than any such failure which affects all similarly situated employees in the same manner);

	(iv)	a direction or order by the Company’s BOD that the Employee perform an unlawful act in the course of his employment;

	(v)	a requirement that the Employee relocate his principal office of employment more than twenty (20) miles from its current office locations;

	(vi)	required business travel materially in excess of Employee’s historic norms and more than four (7) business days per calendar month on average; or

	(vii)	the assignment of excessive work compared to Employee’s historic normal workload for the Company and more than fifty (50) hours per calendar week.

	d.	Disability. The Company may terminate this Agreement without liability should Employee become permanently prevented from properly performing his essential duties hereunder with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than ninety (90) consecutive days. Upon such termination, Employee shall be entitled to all accrued but unpaid Base Salary and vacation.

	e.	Death. In the event of the death of Employee, the Company’s obligations hereunder shall automatically cease and terminate; provided, however, that the Company shall pay to Employee’s heirs or personal representatives Employee’s Base Salary for six (6) months after the date of death and vacation accrued to the date of death.

	f.	Cooperation. Following notice of termination, Employee shall cooperate with the Company, as reasonably requested by the Company, to affect a transition of Employee’s responsibilities and to ensure that the Company is aware of all matters being handled by Employee.

	g.	Assistance in Litigation. Employee shall, during and after termination or resignation, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become a party; provided, however, that such assistance following termination or resignation shall be furnished at mutually agreeable times and for mutually agreeable compensation.

Page 3 of 6

6.	Confidential Information. Employee understands that some information obtained in connection with his employment, including, but not limited to, information regarding the Company’s present or proposed business, operations and ownership, is and/or will be confidential and proprietary information. Employee agrees that he will maintain the confidentiality of such information and will not use or disclose such information to others without the written consent of the Company, except when such use or disclosure is required by binding order of a court of governmental agency, in which case Employee shall notify and cooperate with the Company in obtaining any protective orders (or other assurances of confidential treatment) and in limiting the extent of confidential information disclosed. Information which is generally known in the industry or to the public or which has been disclosed to Employee by third parties who had a right to disclose such information shall not be deemed confidential or proprietary information.

7.	Representations and Warranties. Employee represents and warrants that he is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with his undertaking employment with the Company. Employee will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others. Employee has returned or properly destroyed all property and confidential information belonging to all prior employers.

8.	Remedies. The Parties acknowledge and agree that, in the event of any material breach or threatened material breach of this Agreement by Employee, the damage or imminent damage to the value and the goodwill of the Company shall be inestimable. As such, the Parties agree that the remedies at law for any material breach or threatened material breach of this Agreement by Employee, including monetary damages, are inadequate compensation for any loss and that Company shall be entitled to seek injunctive or other equitable relief with respect to its rights hereunder, in addition to any remedies available at law. Employee hereto waives any defense to such claim that a remedy at law would be adequate.

9.	Parties Bound; Assignment. Employee’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement is binding upon, and inures to the benefit of, Company and its respective successors and assigns; provided that Company may not, without the prior written consent of Employee, which shall not reasonably be withheld, assign any rights, duties, or obligations hereunder, and any purported assignment in violation of the foregoing shall be void and ineffective. This provision shall not prohibit a transfer by operation of law of all the rights and obligations under this Agreement related to any corporate reorganization of Company.

10.	No Third-Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any person or entity other than the Parties and their respective successors and permitted assigns.

11.	Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and do not limit, amplify, or modify the terms of this Agreement.

12.	Notice. Unless specifically otherwise provided, whenever this Agreement requires or permits any consent, approval, notice, request, or demand from one Party to another, such communication must be in writing (which may be sent by e-mail, courier or recognized overnight delivery service) to be effective and shall be deemed to have been given upon receipt when delivered personally or sent by electronic message (provided the recipient responds to the message and confirmation of both electronic messages are kept on file by the sending party) and on the date actually delivered after timely deposit with a nationally recognized overnight delivery service. Until changed by Notice pursuant hereto, the contact information for each Party is as follows:

Page 4 of 6

If to Company:

Bloomios, Inc.

201 W Montecito Street

Santa Barbara, CA 93101

Email: mhill@bloomios.com

If to Employee:

Barrett Evans

201 W Montecito Street

Santa Barbara, CA 93101

Email: bevans@bloomios.com

13.	Survival. All covenants, agreement, representations, and warranties made in this Agreement shall survive all closings under this Agreement and, to the extent expressly stated in certain paragraphs of this Agreement, the expiration of the Initial Term or the early termination of this Agreement.

14.	Governing Law. This Agreement shall be governed by the laws of California, without reference to its principles of conflict of laws. Each of the Parties irrevocably and unconditionally agrees and consents to submit to the non-exclusive personal jurisdiction of the U.S federal and state courts located in Santa Barbara County, California for purposes of disputes arising under this Agreement.

15.	Arbitration. In the event of any dispute regarding the meaning, instruction, or intent of this Agreement, or of any matter of performance, fact, law, background, circumstance, or other matter of any kind whatsoever relating to this Agreement or the employment relationship, either during the existence of the employment relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, the Parties stipulate and agree that such dispute shall be submitted to binding and final arbitration in Santa Barbara, California, or such other location as the parties may mutually agree. Arbitration shall be conducted in accordance with the rules of international arbitration of the American Arbitration Association (“AAA”) in effect at the time of this Agreement. One arbitrator agreed upon by the Parties shall be appointed from a panel of arbitrators submitted to the Parties by the AAA, or if the Parties cannot agree upon one arbitrator from such panel, an arbitrator from the panel shall be appointed in accordance with the AAA’s rules. Such appointment shall be made within thirty (30) days after the election to arbitrate. Arbitration may proceed in the absence of any Party if written notice of the proceedings has been given to such Party. Discovery shall be available to the Parties subject to the approval and control of the arbitrator. The decision by the arbitrator shall be binding on all Parties and may be entered in any court of competent jurisdiction for enforcement. Such a decision shall include the payment of all fees and costs of the prevailing Party by the losing Party. The determination of the “Prevailing Party” shall be made by the arbitrator. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the Company from bringing an action for injunctive relief or other equitable relief. The arbitrator shall not have the right to award punitive damages, consequential damages, lost profits or speculative damages to either party. The parties shall keep confidential the existence of the claim, controversy or disputes from third parties (other than the arbitrator), and the determination thereof, unless otherwise required by law or necessary for the business of the Company. The arbitrator(s) shall be required to follow applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

16.	Attorneys’ Fees. In the event of a dispute or litigation as to any terms or conditions of this Agreement, or if a Party brings an action or proceeding to enforce or declare any rights herein created, or to bring about or declare the termination, cancellation, or rescission of this Agreement, the prevailing Party in such action or proceeding shall be entitled to receive from the other Party fees and costs, including attorneys’ fees, as a court of competent jurisdiction may deem just and proper.

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17.	Entirety and Amendments. This Agreement represents the final agreement between the Parties with respect to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements by the Parties. There are no unwritten oral agreements between the Parties. This Agreement may be amended only by an instrument in writing executed jointly by an authorized representative of the Company and Employee and supplemented only by documents delivered or to be delivered in accordance with the express terms hereof. The terms and provisions of this Agreement shall control any conflict between the terms and provisions of this Agreement and the terms and provisions of any other agreement.

18.	Waivers. No course of dealing nor any failure or delay by either Party, or its respective officers, directors, employees, representatives, or attorneys with respect to exercising any right or remedy available to it hereunder shall operate as any waiver thereof under this Agreement. A waiver must be in writing and signed by the waiving Party to be effective, and such waiver shall be effective only in the specific instance and for the specific purpose for which it is given.

19.	Multiple Counterparts. This Agreement has been executed in a number of identical counterparts, each of which shall be deemed an original for all purposes and all of which constitute, collectively, one agreement; but, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

20.	Confidentiality. The Parties agree to use their best efforts to maintain the confidentiality of the terms set forth in this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.

Company Bloomios, Inc.		EMPLOYEE

By:		By:
	Michael Hill, Director		Barrett Evans

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EXHIBIT 10.3

EMPLOYMENT AGREEMENT

BLOOMIOS, INC.

JOHN BENNETT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 16, 2021, and effective as of June 1, 2021 (the “Effective Date”), by and between Bloomios, Inc., a Nevada corporation (the “Company”), and John Bennett, the undersigned individual (the “Employee”). Company and Employee are collectively referred to herein as the “Parties” and at times each is individually referred to as a “Party.” This Agreement replaces and supersedes any and all prior agreements between the Parties.

BACKGROUND

The Company and Employee desire to enter into an Employment Agreement setting forth the terms and conditions of Employee’s employment with the Company.

Employment. The Company hereby employs Employee to serve as Chief Financial Officer (the “CFO”) of the Company and to serve in such additional or different position(s) consistent with that of CFO as the Board of Directors of the Company (the “BOD”) and Employee mutually agree.

	a.	Term. The term of this Agreement shall commence on the Effective Date and shall be for a period of three (3) years (the “Initial Term”) unless this Agreement is sooner terminated pursuant to Section 5 hereof. At the expiration of the Initial Term, this Agreement will automatically renew for an unlimited number of successive one (1) year periods (each a “Renewal Term” and collectively with the Initial Term the “Term”) unless either party provides written notice to the other party at least thirty (30) days before the end of the current period.

	b.	Duties and Responsibilities. Employee will report to the Company’s Chief Executive Officer (the “CEO”) and the BOD. Employee shall have each and all of the duties and responsibilities of the position of CFO and such other or different duties on behalf of the Company which are consistent with that position, as may be assigned, from time to time, by the Company’s BOD and within the limitations established by the bylaws of the Company.

	c.	Location. The principal location at which Employee shall perform services for the Company shall be the Employee’s home office.

2.	Compensation.

	a.	Base Salary. Employee shall be paid a “Base Salary” at the annual rate of One Hundred Fifty Thousand Dollars ($150,000.00). The annual Base Salary shall be reviewed on or before January 1 of each year by the BOD of the Company to determine if such Base Salary should be increased for the following year in recognition of Employee’s service to the Company unless this Agreement is sooner terminated pursuant to Section 5 hereof.

	b.	Payment. Payment of all compensation to Employee hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices, and such payments shall be subject to all applicable employment and withholding taxes.

	c.	Bonus. Employee shall be eligible for a bonus of up to Eighty-Five Thousand Dollars ($85,000.00) annually, the amount and terms of which shall be determined pursuant to a plan mutually agreed upon by the Parties (the “Bonus Plan”). The Bonus Plan for the 2022 calendar year shall be agreed upon no later than September 30^th, 2021. Future Bonus Plans shall be agreed upon annually, according to the same schedule.

	d.	Company Credit Card. Employee shall be issued a company credit card to use for Company business expenses.

	e.	Business Expenses. Upon prior authorization and submission of itemized expense statements in the manner specified by the Company, Employee shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Employee in the performance of his duties under this Agreement.

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3.	Other Employment Benefits.

	a.	Benefit Plans. Employee shall be entitled to participate in the Company’s medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Employee shall be entitled to participate in any other benefit plan offered by the Company to its employees for which Employee otherwise qualifies to participate during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any other employee benefit plan or program from time to time.

	b.	Vacation. Employee shall be entitled to three (3) weeks of vacation each calendar year of employment, exclusive of legal holidays, as long as the scheduling of Employee’s vacation does not interfere with the Company’s normal business operations.

	c.	Equity. Employee shall not be entitled to receive equity under this agreement other than Stock Options.

	d.	Stock Options. Employee shall be entitled to Five Hundred Thousand (500,000) Stock Options to acquire shares of the common stock of the Company pursuant to the terms of the Company stock option plan, yet to be adopted by the Company.

	e.	Telephone. Company shall provide Employee with a phone and/or phone service at no charge to Employee.

	f.	No Other Benefits. Employee understands and acknowledges that the compensation and benefits contained in Sections 2 and 3 of this Agreement shall be in lieu of any and all other forms of compensation and benefits.

4.	Employee’s Business Activities. Employee shall devote a substantial portion of his business time, attention and energy to the business and affairs of the Company and its affiliates, as its business and affairs now exist and as they hereafter may reasonably change. Employee may serve as a consultant, a member of the board of directors, or other positions of other organizations that do not compete with the Company, and may participate in other professional, civic, governmental organizations and activities that do not materially affect his ability to carry out his duties hereunder.

5.	Termination.

	a.	Termination For Cause. Upon termination of this Agreement for cause, the Company shall be under no further obligation to Employee, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof. Notwithstanding anything herein to the contrary, the Company may terminate Employee’s employment hereunder for cause for any of the following reasons:

	(i)	conviction of a felony, any act involving moral turpitude or a misdemeanor where imprisonment is imposed;

	(ii)	commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company record;

	(iii)	improper disclosure of the Company’s Confidential or Proprietary Information;

	(iv)	any action by Employee which has a material and continuing detrimental effect on the Company’s reputation or business;

	(v)	Employee’s failure or inability to perform any reasonable assigned duty following written notice from the Company of, and a reasonable opportunity to cure, such failure or inability;

	(vi)	any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach;

	(vii)	any course of conduct amounting to gross incompetence;

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	(viii)	chronic and unexcused absenteeism;

	(ix)	unlawful appropriation of a corporate opportunity; or

	(x)	misconduct in connection with the performance of any of Employee’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject.

b.	Termination Without Cause. Company may terminate this Agreement at any time without cause. Upon termination of this Agreement without cause, the Company shall be under no further obligation to Employee, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof. However, provided that Employee executes a one (1) year non-competition agreement and a valid and comprehensive release of any and all claims which Employee may have against the Company, in a form provided by the Company, within seven (7) days of termination, Employee shall be entitled to one (1) year Base Salary plus any accrued but unpaid Base Salary and accrued vacation, less deductions as required by law.

c.	Termination by Resignation with Good Reason. In the event that Employee should terminate this Agreement by resigning with Good Reason, as defined below, Employee shall be entitled to unpaid Base Salary for the remaining Term of the Agreement and accrued vacation, less deductions as required by law. Provided, however, that Employee executes a valid and comprehensive release of any and all claims which Employee may have against the Company, in a reasonable form provided by the Company, within seven (7) days of termination. Resignation for “Good Reason” may occur when Employee gives Company written notice, within thirty (30) days after the Employee has knowledge of the occurrence, without his written consent, of one of the instances described below, and the duly noticed instance has not been cured by Company within fifteen (15) days of Company’s receipt of such notice.

	(i)	Assignment to the Employee of duties materially and adversely inconsistent with the Employee’s duties and responsibilities as defined in Section 1(b) above;

	(ii)	a reduction by the Company of Employee’s Base Salary;

	(iii)	Company’s failure to provide bonuses or any material employee benefits due to be provided to Employee (other than any such failure which affects all similarly situated employees in the same manner);

	(iv)	a direction or order by the Company’s BOD that the Employee perform an unlawful act in the course of his employment;

	(v)	a requirement that the Employee relocate his principal office of employment more than twenty (20) miles from its current office locations;

	(vi)	required business travel materially in excess of Employee’s historic norms and more than four (7) business days per calendar month on average; or

	(vii)	the assignment of excessive work compared to Employee’s historic normal workload for the Company and more than fifty (50) hours per calendar week.

d.	Disability. The Company may terminate this Agreement without liability should Employee become permanently prevented from properly performing his essential duties hereunder with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than ninety (90) consecutive days. Upon such termination, Employee shall be entitled to all accrued but unpaid Base Salary and vacation.

e.	Death. In the event of the death of Employee, the Company’s obligations hereunder shall automatically cease and terminate; provided, however, that the Company shall pay to Employee’s heirs or personal representatives Employee’s Base Salary for six (6) months after the date of death and vacation accrued to the date of death.

f.	Cooperation. Following notice of termination, Employee shall cooperate with the Company, as reasonably requested by the Company, to affect a transition of Employee’s responsibilities and to ensure that the Company is aware of all matters being handled by Employee.

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Assistance in Litigation. Employee shall, during and after termination or resignation, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become a party; provided, however, that such assistance following termination or resignation shall be furnished at mutually agreeable times and for mutually agreeable compensation.

6.	Confidential Information. Employee understands that some information obtained in connection with his employment, including, but not limited to, information regarding the Company’s present or proposed business, operations and ownership, is and/or will be confidential and proprietary information. Employee agrees that he will maintain the confidentiality of such information and will not use or disclose such information to others without the written consent of the Company, except when such use or disclosure is required by binding order of a court of governmental agency, in which case Employee shall notify and cooperate with the Company in obtaining any protective orders (or other assurances of confidential treatment) and in limiting the extent of confidential information disclosed. Information which is generally known in the industry or to the public or which has been disclosed to Employee by third parties who had a right to disclose such information shall not be deemed confidential or proprietary information.

7.	Representations and Warranties. Employee represents and warrants that he is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with his undertaking employment with the Company. Employee will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others. Employee has returned or properly destroyed all property and confidential information belonging to all prior employers.

8.	Remedies. The Parties acknowledge and agree that, in the event of any material breach or threatened material breach of this Agreement by Employee, the damage or imminent damage to the value and the goodwill of the Company shall be inestimable. As such, the Parties agree that the remedies at law for any material breach or threatened material breach of this Agreement by Employee, including monetary damages, are inadequate compensation for any loss and that Company shall be entitled to seek injunctive or other equitable relief with respect to its rights hereunder, in addition to any remedies available at law. Employee hereto waives any defense to such claim that a remedy at law would be adequate.

9.	Parties Bound; Assignment. Employee’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement is binding upon, and inures to the benefit of, Company and its respective successors and assigns; provided that Company may not, without the prior written consent of Employee, which shall not reasonably be withheld, assign any rights, duties, or obligations hereunder, and any purported assignment in violation of the foregoing shall be void and ineffective. This provision shall not prohibit a transfer by operation of law of all the rights and obligations under this Agreement related to any corporate reorganization of Company.

10.	No Third-Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any person or entity other than the Parties and their respective successors and permitted assigns.

11.	Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and do not limit, amplify, or modify the terms of this Agreement.

12.	Notice. Unless specifically otherwise provided, whenever this Agreement requires or permits any consent, approval, notice, request, or demand from one Party to another, such communication must be in writing (which may be sent by e-mail, courier or recognized overnight delivery service) to be effective and shall be deemed to have been given upon receipt when delivered personally or sent by electronic message (provided the recipient responds to the message and confirmation of both electronic messages are kept on file by the sending party) and on the date actually delivered after timely deposit with a nationally recognized overnight delivery service. Until changed by Notice pursuant hereto, the contact information for each Party is as follows:

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If to Company:

Bloomios, Inc.

201 W Montecito Street

Santa Barbara, CA 93101

Email: bevans@bloomios.com

If to Employee:

John Bennett

2314 North 1^st Street

Grand Junction, CO 81501

Email: jbennett@bloomios.com

13.	Survival. All covenants, agreement, representations, and warranties made in this Agreement shall survive all closings under this Agreement and, to the extent expressly stated in certain paragraphs of this Agreement, the expiration of the Initial Term or the early termination of this Agreement.

14.	Governing Law. This Agreement shall be governed by the laws of California, without reference to its principles of conflict of laws. Each of the Parties irrevocably and unconditionally agrees and consents to submit to the non-exclusive personal jurisdiction of the U.S federal and state courts located in Santa Barbara County, California for purposes of disputes arising under this Agreement.

15.	Arbitration. In the event of any dispute regarding the meaning, instruction, or intent of this Agreement, or of any matter of performance, fact, law, background, circumstance, or other matter of any kind whatsoever relating to this Agreement or the employment relationship, either during the existence of the employment relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, the Parties stipulate and agree that such dispute shall be submitted to binding and final arbitration in Santa Barbara, California, or such other location as the parties may mutually agree. Arbitration shall be conducted in accordance with the rules of international arbitration of the American Arbitration Association (“AAA”) in effect at the time of this Agreement. One arbitrator agreed upon by the Parties shall be appointed from a panel of arbitrators submitted to the Parties by the AAA, or if the Parties cannot agree upon one arbitrator from such panel, an arbitrator from the panel shall be appointed in accordance with the AAA’s rules. Such appointment shall be made within thirty (30) days after the election to arbitrate. Arbitration may proceed in the absence of any Party if written notice of the proceedings has been given to such Party. Discovery shall be available to the Parties subject to the approval and control of the arbitrator. The decision by the arbitrator shall be binding on all Parties and may be entered in any court of competent jurisdiction for enforcement. Such a decision shall include the payment of all fees and costs of the prevailing Party by the losing Party. The determination of the “Prevailing Party” shall be made by the arbitrator. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the Company from bringing an action for injunctive relief or other equitable relief. The arbitrator shall not have the right to award punitive damages, consequential damages, lost profits or speculative damages to either party. The parties shall keep confidential the existence of the claim, controversy or disputes from third parties (other than the arbitrator), and the determination thereof, unless otherwise required by law or necessary for the business of the Company. The arbitrator(s) shall be required to follow applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

16.	Attorneys’ Fees. In the event of a dispute or litigation as to any terms or conditions of this Agreement, or if a Party brings an action or proceeding to enforce or declare any rights herein created, or to bring about or declare the termination, cancellation, or rescission of this Agreement, the prevailing Party in such action or proceeding shall be entitled to receive from the other Party fees and costs, including attorneys’ fees, as a court of competent jurisdiction may deem just and proper.

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17.	Entirety and Amendments. This Agreement represents the final agreement between the Parties with respect to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements by the Parties. There are no unwritten oral agreements between the Parties. This Agreement may be amended only by an instrument in writing executed jointly by an authorized representative of the Company and Employee and supplemented only by documents delivered or to be delivered in accordance with the express terms hereof. The terms and provisions of this Agreement shall control any conflict between the terms and provisions of this Agreement and the terms and provisions of any other agreement.

18.	Waivers. No course of dealing nor any failure or delay by either Party, or its respective officers, directors, employees, representatives, or attorneys with respect to exercising any right or remedy available to it hereunder shall operate as any waiver thereof under this Agreement. A waiver must be in writing and signed by the waiving Party to be effective, and such waiver shall be effective only in the specific instance and for the specific purpose for which it is given.

19.	Multiple Counterparts. This Agreement has been executed in a number of identical counterparts, each of which shall be deemed an original for all purposes and all of which constitute, collectively, one agreement; but, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

20.	Confidentiality. The Parties agree to use their best efforts to maintain the confidentiality of the terms set forth in this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.

Company Bloomios, Inc.		EMPLOYEE

By:		By:
	Michael Hill, Director		John Bennett

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