8-K - TULP - Equibles

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

April 13, 2026

Date of Report (Date of Earliest Event Reported)

Bloomia Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware		001-13471		41-1656308
(State or other jurisdiction of Incorporation)		(Commission<br><br>File Number)		(I.R.S. Employer<br><br>Identification No.)

5000 West 36th Street , Suite 220 ,
Minneapolis , Minnesota		55416
(Address of Principal Executive Offices)		(Zip Code)

( 763 ) 392-6200

(Registrant’s Telephone Number, Including Area Code)

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):

☐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		Name of each exchange on which registered
Common Stock, par value $0.01 per share		TULP		The Nasdaq Stock Market LLC

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 Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into Material Definitive Agreement.

Second Amendment to Bridge Loan Agreement

As previously disclosed in a Form 8-K filed by Bloomia Holdings, Inc. (the “Company”) with the Securities and Exchange Commission (“SEC”) on February 26, 2024, in connection with the Company’s acquisition of Bloomia B.V. through the Company’s majority owned subsidiary, Tulp 24.1, LLC (the “U.S. Subsidiary”), and Tulipa Acquisitie Holding B.V. dba Bloomia (the “Dutch Subsidiary”, together with the U.S. Subsidiary, the “Borrowers”), the Borrowers, as part of the closing consideration, entered into that certain Bridge Loan Agreement dated February 22, 2024 (the “Bridge Loan Agreement”), by and among the Borrowers, Botman Bloembollen B.V. (“Botman”), Mr. W.J. Jansen, an individual (“Jansen”), and Mr. H.J. Strengers, an individual (“Strengers” and, together with Botman and Jansen, collectively, the “Lenders”), pursuant to which the Lenders made loans to the Borrowers in the original aggregate principal amount of $12,750,275 (the “Bridge Loan”). The Company has provided an unsecured guaranty of the obligations of the Borrowers under the Bridge Loan.

As previously disclosed in a Form 8-K filed with the SEC on January 23, 2026, on January 19, 2026, the Borrowers and the Lenders entered into that certain First Amendment to Bridge Loan Agreement (“First Amendment”) pursuant to which, among other things, provided the Borrowers the right to prepay the Bridge Loan in full at a discount in the aggregate amount of $7,330,000 (the “Discounted Prepayment Amount”) at any time prior to April 15, 2026 (the “Discounted Prepayment”) without any interest, indemnity, penalty, or premium due in respect of such Discount Prepayment, provided that as a condition to and effective upon the Borrowers making the Discounted Prepayment, the Borrowers release the Lenders from any and all (potential or actual) liability in respect of (a) the Warranties (as defined in the Share Purchase Agreement dated February 21, 2024 (the “SPA”) between the Borrowers and the Lenders) as well as (b) the Indemnities (as defined in the SPA) specified in Clause 11.1 of the SPA, in each case to the extent such liabilities remain outstanding as of the date the Borrowers make the Discounted Prepayment (collectively, the “Release of Claims”).

On April 15, 2026, the Borrowers and the Lenders entered into that certain Second Amendment to Bridge Loan Agreement (“Second Amendment”) pursuant to which, among things, the Discounted Prepayment terms were modified as follows:

(a)	In order to be eligible for the Discounted Prepayment , the Borrowers are required to make an initial payment of at least $4,800,000 towards the Discounted Prepayment Amount by April 15, 2026 (the amount of such payment, the “Initial Discounted Prepayment Amount”).
(b)	Any portion of the Discounted Prepayment Amount not paid by April 15, 2026 (such amount, the “Discounted Prepayment Balance”) shall, commencing April 16, 2026, accrue interest at the rate of 12% per annum (the “Interim Interest”).
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(c)	The Borrowers shall have until May 27, 2026 to pay the Discounted Prepayment Balance and all accrued and unpaid Interim Interest in full (with any portion of the Discounted Prepayment Balance, if any, not paid by May 27, 2026 being referred to as the “Unpaid Discounted Prepayment Balance”).
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(d)	If the Borrowers do not pay the Discounted Prepayment Balance and all accrued and unpaid Interim Interest in full on or before May 27, 2026, then the total remaining outstanding balance of the Bridge Loan shall be revised to equal an amount (the “Reduced Balance”) calculated as (x) $15,097,053 (being the full balance of the Bridge Loan as of April 15, 2026), multiplied by (y) Unpaid Discounted Prepayment Balance Ratio, where “Unpaid Discounted Prepayment Balance Ratio” means an amount equal to the quotient of (i) the Unpaid Discounted Prepayment Balance divided by (ii) the Discounted Prepayment Amount.
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(e)	The Reduced Balance (if any) shall, commencing effective as of April 16, 2026, accrue interest in accordance with Section 6 of the Bridge Loan Agreement and shall, from and after May 27, 2026, be payable in accordance with the original terms of the Bridge Loan.
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(f)	The Release of Claims shall be effective as of the Borrowers’ payment of the Initial Discounted Prepayment Amount.

On April 15, 2026, the Borrowers made an Initial Discounted Prepayment Amount payment of $4,900,000.

A copy of the Bridge Loan Agreement is attached as Exhibit 10.1 to the Form 8-K filed by the Company on February 26, 2024, a copy of the First Amendment is attached as Exhibit 10.1 to the Form 8-K filed by the Company on January 23, 2026, and a copy of the Second Amendment is attached hereto as Exhibit 10.1. The foregoing description of the Bridge Loan Agreement, the First Amendment, and the Second Amendment does not purport to be complete and is subject to, and qualified by, the full text of the Bridge Loan Agreement, the First Amendment, and the Second Amendment, respectively.

Unsecured Promissory Note

On April 13, 2026, the Company entered into an unsecured Promissory Note (the “Note”), dated April 1, 2026, with Gary Kohler (the “Note Lender”), pursuant to which the Note Lender loaned the Company the principal amount of $1,000,000. Proceeds from the Note were used towards payment of the Initial Discounted Prepayment Amount as described under “Second Amendment to Bridge Loan Agreement” above.

The principal amount of the Note bears interest at a fixed rate of 11.5% per annum, which increases to 14.5% if there is an event of default under the Note (with the Note containing customary events of default for a promissory note of this type). The Note is scheduled to mature on March 31, 2029, at which time all principal and accrued and unpaid interest is due and payable in full. The Company has the right to prepay the Note in whole or in part at any time without penalty. Amounts paid or prepaid under the Note may not be reborrowed by the Company. No closing or origination fees are payable to the Note Lender.

A copy of the Note is attached hereto as Exhibit 10.2. The foregoing description of the Note does not purport to be complete and is subject to, and qualified by, the full text of the Note.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures set forth in Item 1.01 above relating to the Second Amendment and the Note are incorporated into this Item 2.03 by reference

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

<br><br><br><br>
Exhibit No.		Description		Method of Filing
10.1		Second Amendment to Bridge Loan Agreement, dated April 15, 2026, by and among Botman Bloembollen B.V., W.J. Jansen, H.J. Strengers, TULP 24.1, LLC, and Tulipa Acquisitie Holding B.V. dba Bloomia		Filed Electronically

10.2		Promissory Note, dated April 1, 2026, made by Bloomia Holdings, Inc. in favor of Gary Kohler		Filed Electronically

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document)		Filed Electronically

SIGNATURES

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

	BLOOMIA HOLDINGS, INC.

Dated: April 17, 2026	By	/s/ Elizabeth E. McShane
		Elizabeth E. McShane
		Chief Financial Officer

Exhibit 10.1 SECOND AMENDMENT TO BRIDGE LOAN AGREEMENT

This Second Amendment to Bridge Loan Agreement (this “Amendment”) is entered into as of April 15, 2026, by and among Botman Bloembollen B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Botman”), Mr. W.J. Jansen, an individual (“Jansen”), Mr. H.J. Strengers, an individual (“Strengers” and, together with Botman and Jansen, collectively, the “Lenders”), and TULP 24.1, LLC, a Delaware limited liability company (“US Borrower”), and Tulipa Acquisitie Holding B.V. dba Bloomia, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“NL Borrower” and, together with US Borrower, collectively, the “Borrowers”).

RECITALS

The Lenders and the Borrowers are parties to that certain Bridge Loan Agreement dated February 22, 2024 with respect to certain loans made by the Lenders in the original aggregate principal amount of USD $12,750,275, as amended by that certain First Amendment to Bridge Loan Agreement dated January 19, 2026 (as amended, the “Agreement”). Unless otherwise defined herein, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Parties desire to (i) amend the Agreement in accordance with the terms of this Amendment and (ii) subject to the terms and conditions set forth herein, have the Borrowers provide certain releases to the Lenders in relation thereto.

NOW, THEREFORE, the Parties agree as follows:

1.Section 5.8 of the Agreement is hereby amended and restated in its entirety as following:

5.8(a)Notwithstanding anything in this Section 5 or elsewhere in this Agreement to the contrary, subject to the Subordination Agreement, the Borrowers shall have the right to prepay the Loans in full at a discount (the “Discounted Prepayment”) in the aggregate amount of USD $7,330,000 (the “Discounted Prepayment Amount”), subject to all of the following:

(i) As a condition to Borrowers’ eligibility for the Discounted Prepayment, Borrowers shall be required to make a payment to the Lenders in an aggregate amount of not less than USD $4,800,000 on or before April 15, 2026 (the amount of such payment, whether equal to or greater than USD $4,800,000, the “Initial Discounted Prepayment Amount”), which Initial Discounted Prepayment Amount shall be without any Interest, indemnity, penalty, or premium due in respect thereof. The amount equal to the difference between (x) the Discounted Prepayment Amount minus (y) the Initial Discounted Prepayment Amount is referred to herein as the “Discounted Prepayment Balance”.

(ii) Commencing on April 16, 2026, the Discounted Payment Balance shall accrue Interest at the annual rate of twelve percent (12%) (the “Interim Interest Charge”).

(iii) Borrowers shall have until May 27, 2026 to pay all or any portion of the Discounted Prepayment Balance. Any such payment shall be accompanied by payment of the accrued and unpaid Interim Interest Charge applicable to the amount of Discounted Prepayment Balance paid. Except for payment of the applicable Interim Interest Charge in accordance with the immediately preceding sentence, any such payment of all or part of the Discounted Prepayment Balance shall be without any Interest, indemnity, penalty, or premium due in respect thereof. For clarity, if Borrowers pay the entire Discounted Prepayment Balance, plus all accrued and unpaid Interim Interest Charge thereon, on or before May 27, 2026, the Loans (including, without limitation, any and all accrued Interest) shall be deemed paid in full and all other indebtedness of the Borrowers under this Agreement shall be indefeasibly and irrevocably discharged, released, terminated, and satisfied in full, as set forth in greater detail in Section 5.8(d) below. Any portion (up to the full amount) of the Discounted Prepayment Balance that is not paid by May 27, 2026 is referred to herein as the “Unpaid Discounted Prepayment Balance”.

(iv) If the Discounted Prepayment Balance, plus all accrued and unpaid Interim Interest Charge thereon, is not paid in full on or before May 27, 2026, then (A) the total outstanding balance of the Loans shall, effective as of May 28, 2026, be deemed to equal an amount (the “Reduced Balance”) calculated as (x) $15,097,053 multiplied by (y) the Unpaid Discounted Prepayment Balance Ratio, and (B) the Reduced Balance shall, commencing effective as of April 16, 2026, accrue Interest in accordance with Section 6 of this Agreement and shall thereafter be payable by Borrowers in accordance with Sections 5.1 through 5.7, inclusive, of this Agreement. For purposes of the foregoing calculation, “Unpaid Discounted Prepayment Balance Ratio” means an amount equal to the quotient of (a) the Unpaid Discounted Prepayment Balance divided by (b) the Discounted Prepayment Amount.

(b)The Borrowers shall make all payments of the Discounted Prepayment Amount and, if applicable, the Reduced Balance to the Lenders pro-rata for their relevant Proportion, irrespective of which Borrower has entered into each Loan.

(c)As a condition to Borrowers’ right to the Discounted Prepayment, effective upon and subject to Borrowers paying the Initial Discounted Prepayment Amount on or before April 15, 2026, the Borrowers release the Lenders from any and all (potential or actual) liability in respect of (i) the Warranties (as defined in the Share Purchase Agreement dated 21 February 2024 between the Borrowers (as Purchaser and US Purchaser), and the Lenders (as the Sellers) (hereinafter the “SPA”) **** as well as (ii) the Indemnities specified in Clause 11.1 of the SPA, in each case to the extent

such liabilities (A) remain outstanding as of the date the Borrowers pay the Initial Discounted Prepayment Amount, or (ii) arise at any time after the date the Borrowers pay the Initial Discounted Prepayment Amount (collectively, the “Released Claims”).

(d)Subject to and effective upon Borrowers’ payment in full of the Discounted Prepayment Amount (in accordance with Sections 5.8(a)(i) and 5.8(a)(iii) above) or payment in full of the Remaining Balance (in accordance with Sections 5.8(a)(iv) above), (i) the Loans (including, without limitation, any and all accrued Interest) shall be deemed paid in full and all other indebtedness of the Borrowers under this Agreement shall be indefeasibly and irrevocably discharged, released, terminated, and satisfied in full, (ii) all guaranties supporting this Agreement shall be indefeasibly and irrevocably discharged, released, and terminated in full with no further action on any Party’s part, (iii) all pledges and any other security for this Agreement shall be indefeasibly and irrevocably discharged, released, and terminated in full with no further action on any Party’s part, (iv) any and all other obligations of each of the Borrowers and Lendway, Inc., together with any of their respective subsidiaries or affiliates, under this Agreement shall be indefeasibly and irrevocably discharged, released, terminated, and satisfied in full, (v) any liability of the Lenders in respect of the Released Claims shall be indefeasibly and irrevocably released and terminated in full, with no further action on any Party’s part, and (f) this Agreement shall be terminated, canceled, and of no further force and effect (with the exception of the release by Borrowers of the Released Claims as set out hereinabove).

(e)For clarity, the release of the Released Claims shall only be effective if the Borrowers pay the Initial Discounted Prepayment Amount on or before April 15, 2026, and shall not be effective if Borrowers remain obligated to pay the Loans in full pursuant to the other provisions of this Section 5 (the “Original Payment Terms”).

2.Upon payment or prepayment of the Loans, Lenders agree to promptly execute and deliver such terminations, releases, and other agreements and documents as Borrowers or Lendway, Inc. may reasonably request to evidence payment of the Loans and the release, discharge, and termination of any guaranties, pledges, and other security interests supporting the Loans or the Agreement.

3.Subject to the Borrowers paying the Initial Discounted Prepayment Amount on or before April 15, 2026 (such that the release of the Released Claims becomes effective), Borrowers agree to promptly execute and deliver such releases and other agreements and documents as Lenders may reasonably request to document or evidence the release of the Released Claims. The foregoing obligations shall not apply if the Borrowers remain obligated to pay the Loans in full pursuant to the Original Payment Terms.

4.The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects.

5.This Amendment may be signed in any number of counterparts, each of which, when executed by one or more of the Parties, shall constitute an original. Delivery of an executed counterpart of a signature page of this Amendment by .pdf or other electronic transmission shall be effective as delivery of an original counterpart of this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

THE LENDERS:

BOTMAN BLOEMBOLLEN B.V.

By: /s/ Nico Botman

Name: Nico Botman

Title: Owner

/s/ W. F. Jansen  

W.F. Jansen

/s/ H. J. Strengers  

H.J. Strengers

BORROWERS:

TULP 24.1, LLC

By: /s/ Elizabeth McShane

Name: Elizabeth McShane

Title: Chief Financial Officer

TULIPA ACQUISITIE HOLDING B.V.

By: /s/ Elizabeth McShane

Name: Elizabeth McShane

Title: Chief Financial Officer

Exhibit 10.2 PROMISSORY NOTE

$1,000,000.00‌April 1, 2026

FOR VALUE RECEIVED, BLOOMIA HOLDINGS, INC., a Delaware corporation **** (the “Borrower”), **** hereby promises to pay to GARY KOHLER., (together with his permitted endorsees, successors, and assigns, the “Lender”), **** at [***] (or at such other place of payment designated by the holder hereof to the Borrower), the principal sum equal to one million dollars (the “Principal Amount”) **** under this Promissory Note (this “Note”), and to pay interest, as set forth below, in lawful money of the United States of America in immediately available funds, payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature.

1.Purpose of this Note. The proceeds from this Note are to be used to partially fund the payoff of the Seller Notes as described in the Borrower’s public filings.

2.Principal Payments; Optional Prepayments. The entire Principal Amount, together with accrued and unpaid interest thereon as set forth below, shall be due and payable in full on the earlier of (i) March 31, 2029 and (ii) such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise (the “Maturity Date”). The Borrower may prepay any outstanding principal hereunder, together with accrued and unpaid interest, at any time without prepayment or penalty. Amounts paid or prepaid hereunder may not be reborrowed.

3.Interest Payments*.*

(a)Interest Rate. Subject to the provisions of Section 3(b), the Principal Amount shall bear interest, beginning on the date hereof, at a rate per annum equal to 11.5%. All accrued and unpaid interest shall be due and payable by the Borrower on the Maturity Date; provided that interest accrued pursuant to Section 3(b) shall be payable on demand.

(b)Default Rate. Notwithstanding the foregoing, if there is an Event of Default or if any principal of or interest payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, the obligations of the Borrower hereunder shall, to the extent permitted by applicable law, bear interest, after as well as before judgment, at a rate per annum equal to 3% plus the rate otherwise applicable to the Principal Amount as provided in Section 3(a).

(c)Interest Calculation. All interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(d)Maximum Rate. In no event shall the interest rate applicable to the principal amount outstanding hereunder exceed the maximum rate of interest allowed by applicable law, as amended from time to time; any payment of interest in excess of such limitation shall be credited as a payment of principal unless the Borrower requests the return of such amount.

4.Representations and Warranties. The Borrower hereby represents and warrants to the Lender as of the date hereof:

(a)Authorization; Enforceability. This Note has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws

affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b)No Conflicts. The execution, delivery and performance of this Note (i) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, except such as have been obtained or made and are in full force and effect, (ii) not violate any requirements of law, (iii) will not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon the Borrower or any of its property, or give rise to a right thereunder to require any payment to be made by the Borrower, except for any consent or approval as has been obtained or made, and (iv) will not result in the creation or imposition of any lien on any property of the Borrower.

(c)No Material Misstatements. No information, report, financial statement, certificate, exhibit or schedule furnished by or on behalf of the Borrower to the Lender in connection with the negotiation of this Note or delivered in connection herewith, taken as a whole, contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such information, report, financial statement, exhibit or schedule.

5.Events of Default. Upon the occurrence and during the continuance of the following events (each, an “Event of Default”):

(a)default shall be made in the payment of any principal, any interest, any fee or any other amount due under this Note, in each case when and as the same shall become due and payable, whether at the due date thereof or by acceleration thereof or otherwise;

(b)any representation or warranty made or deemed made in or in connection with this Note, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to this Note, shall prove to have been false or misleading when so made, deemed made or furnished;

(c)an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) liquidation, reorganization or other relief in respect of the Borrower, or of a substantial part of the property of the Borrower, under Title 11 of the U.S. Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or for a substantial part of the property of the Borrower; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(d)the Borrower shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (f) above; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or for a substantial part of the property of the Borrower; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable, admit in writing

its inability or fail generally to pay its debts as they become due; or (vii) take any action for the purpose of effecting any of the foregoing; or

(e)this Note or any material provisions hereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by the Borrower or any other person, or by any governmental authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or the Borrower shall repudiate or deny any portion of its liability or obligation for the obligations of the Borrower under this Note;

then, and in every such event (other than an event described in paragraph (c) or (d) above), and at any time thereafter during the continuance of such event, the Lender, by notice to Borrower, may declare the Principal Amount to be forthwith due and payable in whole or in part, whereupon the principal so declared to be due and payable, together with accrued interest thereon and all other obligations of the Borrower accrued hereunder, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein to the contrary notwithstanding; and in any event described in paragraph (c) or (d) above, the Principal Amount, together with accrued interest thereon and all other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein to the contrary notwithstanding.

6.Expenses.

(a)Costs and Expenses. The Borrower shall pay all reasonable out-of-pocket expenses incurred by the Lender (including the reasonable fees, charges and disbursements of Lender’s counsel) in connection with the enforcement or protection of Lender’s rights in connection with this Note or the proceeds issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations related thereto.

(b)Payments. All amounts due under this Section shall be payable not later than 3 business days after demand therefor.

7.Miscellaneous.

(a)No Waivers; No Set-off. No delay on the part of the Lender in exercising any of its options, powers, or rights, or partial or single exercise thereof, shall constitute a waiver thereof. The options, powers, and rights specified herein of the Lender are in addition to those otherwise created or permitted by law. There are no claims, set-offs, or deductions of any nature as of the date hereof that could be made or asserted by the Borrower against the Lender or against any amount due or to become due under this Note; all such claims, set-offs, or deductions are hereby waived by the Borrower.

(b)Successors and Assigns. The provisions of this Note shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender.

(c)Governing Law and Venue. This Note and the transactions contemplated hereby, and all disputes between the parties under or relating to this Note or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws of the State of Minnesota. In the event of any legal action to enforce or interpret this Note, the

Borrower hereby irrevocably and unconditionally submits to the nonexclusive jurisdiction of the Supreme Court of the State of Minnesota sitting in Hennepin and of the United States District Court of Minnesota.

(d)Integration; Effectiveness. This Note constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Note shall become effective when it shall have been executed by the Borrower. Delivery of a signature page of this Note by facsimile or other electronic transmission (i.e., a “pdf” or “tif” document) shall be effective as delivery of a manually executed counterpart of this Note.

(e)Severability. Any provision of this Note held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

IN WITNESS WHEREOF and intending to be legally bound hereby, the Borrower has executed this Note as of the date hereof.

Bloomia Holdings, Inc., as Borrower

By:/s/ Elizabeth E. McShane Name:Elizabeth E. McShane Title:Chief Financial Officer

GARY KOHLER, as Lender

/s/ Gary Kohler