Form of Amended and Restated Voting Agreement by and among the Company, holders of shares of Series V Preferred Stock, and Sabas Carrillo, including Exhibit 10.54.1

Exhibit 10.40

AMENDED AND RESTATED VOTING AGREEMENT

THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2024, by and among Blum Holdings, Inc., a Delaware corporation (the “Company”), each holder of shares of the Company’s Series V Preferred Stock, $0.001 par value per share (the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to the terms of this Agreement, the “Investors”), and Sabas Carrillo, the Company’s Chief Executive Officer (“Mr. Carrillo”).

RECITALS

A.    Unrivaled Brands, Inc., a Nevada corporation and the Company’s predecessor (“UNRV”), Mr. Carrillo, and the Investors previously entered into a Voting Agreement, dated as of December 30, 2022 (the “Prior Agreement”), in connection with the Investors’ purchase of shares of UNRV’s Series V Preferred Stock pursuant to a series of substantially identical Stock Purchase Agreements (the “Purchase Agreements”) dated as of December 30, 2022.

B.    On October 9, 2023, the Company, UNRV and Blum Merger Sub, Inc., a Nevada corporation, entered into an Agreement and Plan of Merger which provided for the merger of Merger Sub with and into UNRV, with UNRV surviving as a wholly owned subsidiary of the Company (the “Reorganization”). The Reorganization closed on January 12, 2024 (the “Closing Date”), and as a result thereof, each share of UNRV’s common stock and UNRV’s series V preferred stock was converted automatically into one (1) share of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”) and one (1) share of Preferred Stock, respectively.

C.    The Company, the Investors and Mr. Carrillo now desire to amend and restate the Prior Agreement in its entirety pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in connection with these presents and such other good and valuable consideration, due receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legal bound, hereby, agree as follows:

1.1.    Preferred Stock Voting Rights. For so long as an Investor is the record or beneficial owner of shares of Preferred Stock, such Investor confirms that, from and after the Closing Date, he/she/it has provided, and will continue to provide, to Mr. Carrillo all, and not less than all, of such Investor’s Preferred Stock Voting Rights to be utilized by Mr. Carrillo in respect of which a share of Preferred Stock may take such action or provide such vote (“Mr. Carrillo’s Voting Rights” or “his Voting Rights”). For clarity, Mr. Carrillo’s Voting Rights are in addition to any rights possessed by Mr. Carrillo by virtue of his being a record or beneficial owner of shares of Preferred Stock.

1.2.    Updated Shares of Preferred Stock. This provision of Mr. Carrillo’s Voting Rights includes, without limitation, all shares of Preferred Stock by whatever name in the future they may be called and whether now owned or subsequently acquired by an Investor (however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events, or otherwise).

1.3.    The Grant of Mr. Carrillo’s Voting Rights Shall Not Be Deemed to be the Grant of a Proxy. Although the grant to Mr. Carrillo of his Voting Rights shall not be deemed to be the grant of a proxy to him, if a court of competent jurisdiction should rule otherwise, then such grant of proxy shall be deemed to be coupled with an interest by each Investor in connection with his/her/its rights and undertakings under such Investor’s respective Purchase Agreement. Further, to the maximum extent permitted by law, each Investor hereby covenants to extend or renew such a grant through and including the date of a Termination Event (as that term is defined below).

1.4.    Termination Events. Mr. Carrillo’s Voting Rights shall terminate upon the earliest of the following events (each, a “Termination Event”) to occur: (a) Mr. Carrillo ceasing to be the Company’s Chief Executive Officer, (b) Mr. Carrillo voluntarily terminating his Voting Rights under this Agreement in writing, and (c) an Investor converting his shares of Preferred Stock into shares of Common Stock (but only as to such converted shares of Preferred Stock).

1.5.    Common Stock is Not Subject to Mr. Carrillo’s Voting Rights. Shares of Common Stock, no matter how acquired by an Investor, including those issued by the Company upon the conversion of shares of Preferred Stock, are not subject to Mr. Carrillo’s Voting Rights.

1.6.    No Liability to an Investor for Entering this Agreement. No Investor, nor any affiliate thereof, shall have any liability as a result of entering this Agreement and providing to Mr. Carrillo his Voting Rights no matter if, when, or how Mr. Carrillo utilizes them.

2.1.    Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement.

2.2.    Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company, each Investor, and Mr. Carrillo shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. The party that obtains any such equitable relief shall not be required to post any bond in connection therewith.

2.3.    Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

3.1.    Additional Parties. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (a) the Adoption Agreement attached to this Agreement as Exhibit A, or (b) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor hereunder. In either event, each such person shall thereafter be deemed an Investor for all purposes under this Agreement.

3.2.    Transfers. Each transferee or assignee of any shares of Preferred Stock subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition precedent to the Company’s recognition of such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Investor. The Company shall not permit the transfer of the shares of Preferred Stock subject to this Agreement on its books or issue a new certificate representing any such shares unless and until such transferee shall have complied with the terms of this Section 3.2. Each certificate instrument, or book entry representing the shares of Preferred Stock subject to this Agreement if issued on or after the date of this Agreement shall be notated by the Company with the legend set forth in Section 3.12.

3.3.    Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

3.4.    Governing Law. Except as otherwise expressly provided herein, all claims, proceedings, and matters arising hereunder or related hereto are governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

3.5.    Jurisdiction. Any proceeding with respect to this Agreement shall be brought exclusively in the Delaware State and federal courts. Each party hereto (i) accepts for himself/herself/itself and in respect of sch party’s property, generally and unconditionally, the non-exclusive jurisdiction of such courts, (ii) irrevocably waives any objection, including any objection to the laying of venue, based on the grounds of forum non conveniens or that such jurisdiction is improper or otherwise that such party is not subject to the jurisdiction of such courts, that it may now or hereafter have to the bringing of any proceeding in those jurisdictions, (iii) irrevocably consents to the service of process of any court referred to above in any proceeding by the mailing of copies of the process to the parties hereto as provided in Section 6.4 of the Purchase Agreement and (iv) agrees that a final judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service effected as provided in this manner will become effective 10 calendar days after the mailing of the process. Notwithstanding the foregoing, nothing contained herein shall affect the right of any party to serve process in any other manner permitted by applicable law.

3.6.    Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

3.7.    Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

3.8.    Notices. Notices hereunder shall be made in the same manner as set forth in Section 6.4 of the Purchase Agreement.

3.9.    Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

3.10.    Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

3.11.    Entire Agreement. This Agreement (including the Exhibits hereto) constitutes the full and entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

3.12.    Share Certificate Legend. Each certificate, instrument, or book entry representing any shares of Preferred Stock shall be notated by the Company with a legend reading substantially as follows:

“THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY) AND, BY ACCEPTING ANY INTEREST IN SUCH SHARES, THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT.”

The Company, by its execution of this Agreement, agrees that it will cause the certificates, instruments, or book entry evidencing the shares of Preferred Stock to be notated with the legend required by this Section 3.12, and it shall supply, free of charge, a copy of this Agreement to any holder of such shares upon written request from such holder to the Company at its principal office. The parties hereto hereby agree that the failure to cause the certificates, instruments, or book entry evidencing the Shares to be notated with the legend required by this Section 3.12 and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

3.13.    Further Assurances. At any time or from time to time after the date hereof, the parties hereto agree that they shall cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to carry out the intent of the parties hereunder.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.

SCHEDULE A

INVESTORS

(on file with the Company)

EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption Agreement”) is executed on                                    , 202     , by the undersigned (the “Holder”) pursuant to the terms of that certain Amended and Restated Voting Agreement dated as of January 12, 2024 (the “Agreement”), by and among the Company, the Investors (as defied therein) and Sabas Carrillo, as such Agreement may be amended or amended and restated hereafter. Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows:

☐ As a transferee of shares of Preferred Stock from a party in such party’s capacity as an “Investor” bound by the Agreement, and after such transfer, Holder shall be considered an “Investor” for all purposes of the Agreement.

☐ As a new “Investor”, in which case Holder will be an “Investor” for all purposes of the Agreement.