Common use of Investment Risks Clause in Contracts

Investment Risks. Purchaser understands that purchasing Securities in the Offering will subject Purchaser to certain risks, including, but not limited to, each of the following: (i) The offering price of the Securities offered hereby has been determined solely by the Company and does not necessarily bear any relationship to the value of the Company’s assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value, and therefore, there can be no assurance that the offering price of the Shares is representative of the actual value of the underlying Securities. (ii) In order to fund its operations, attract and retain employees, consultants and other service providers, pursue business opportunities as they arise, which may include the acquisition of businesses or assets, and satisfy other obligations, the Company may be required to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Shares. The issuance of any such securities may result in substantial dilution to the relative ownership interests of the Company’s existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may involve restrictive covenants that may limit the Company’s operating flexibility. (iii) The Company has provided herein that it intends to use the net proceeds from the Offering for general working capital purposes and other general corporate purposes which may include the acquisition of businesses or assets. Thus, Purchaser is making its investment in the Securities based in part upon very limited information regarding the specific uses to which the net proceeds will be applied. (iv) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment.

Investment Risks. Purchaser understands that purchasing Securities in the Offering will subject Purchaser to certain risks, including, but not limited to, each of the following: (i) The offering price of the Securities offered hereby has been determined solely by the Company and does not necessarily bear any relationship to the value of the Company’s assets, current or potential earnings of the Company, or any other recognized criteria used for measuring valuevalue and, and therefore, there can be no assurance that the offering price of the Shares Securities is representative of the actual value of the underlying Securities. (ii) In order to fund capitalize the Company, execute its operations, attract and retain employees, consultants and other service providers, pursue business opportunities as they arise, which may include the acquisition of businesses or assetsplan, and satisfy for other obligationscorporate purposes, the Company may be required has issued, and expects to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities have been and may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the SharesUnits. The issuance of any such securities may result in substantial dilution to the relative ownership interests of the Company’s existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may involve restrictive covenants that may limit the Company’s operating flexibility. (iii) The Company has provided herein that it intends to use the net proceeds from the Offering for general working capital purposes and other general corporate purposes which may include the acquisition of businesses or assets. Thus, Purchaser is making its investment in the Securities based in part upon very limited information regarding the specific uses to which the net proceeds will be applied. (iv) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment. (iv) There is no minimum amount required to be raised in this Offering and, therefore, the Company may not generate enough net proceeds from this Offering to execute its business plan or satisfy its working capital requirements.

Investment Risks. Purchaser understands that purchasing Securities in the Offering will subject Purchaser to certain risks, including, but not limited to, those set forth under the caption "Risk Factors" and elsewhere in the Company's Annual Report on Form 10-KSB and other periodic reports filed with the SEC, as well as each of the following: (i) The offering price of the Securities offered hereby has been determined solely by the Company and does not necessarily bear any relationship to the value of the Company’s 's assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value, and therefore, there can be no assurance that the offering price of the Shares Units is representative of the actual value of the underlying Securities. (ii) The Company has experienced net losses in each fiscal quarter since its inception and expects to continue to incur significant net losses for the foreseeable future. While the Company is unable to predict accurately its future operating expenses, it currently expects these expenses to increase substantially as it implements its business plan. (iii) In order to fund its future operations, attract and retain employees, consultants and other service providers, pursue business opportunities as they arise, which may include the acquisition of businesses or assets, and satisfy other obligations, the Company may be required to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the SharesUnits. The issuance of any such securities may result in substantial dilution to the relative ownership interests of the Company’s 's existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may involve restrictive covenants that may limit the Company’s 's operating flexibility. (iiiiv) The Company has provided herein that it intends to use most of the net proceeds from the Offering for general working capital purposes and other general corporate purposes which may include the acquisition repayment of businesses or assetsindebtedness. Thus, Purchaser is making its investment in the Securities based in part upon very limited information regarding the specific uses to which the net proceeds will be applied. (ivv) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment. (vi) Funds received in payment for the Units will be released to the Company upon its execution of this Agreement. The Company is not required to raise any minimum amount of proceeds prior to obtaining such funds. Because there is no minimum amount of Units the Company must sell before accepting funds in the Offering, investors participating in the Offering will not be assured that the Company will have sufficient funds to execute its business plan, satisfy expected expenditures, repay indebtedness as it becomes due, and support operations over the next 12 months and will bear the risk that the Company will be unable to secure the funds necessary to meet its current and anticipated financial obligations.

Investment Risks. Purchaser understands that purchasing Securities in the Offering will subject Purchaser to certain risks, including, but not limited to, those set forth under the caption “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-KSB and other periodic reports filed with the SEC, as well as each of the following: (i) The offering price of the Securities offered hereby has been determined solely by the Company and does not necessarily bear any relationship to the value of the Company’s assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value, and therefore, there can be no assurance that the offering price of the Shares Units is representative of the actual value of the underlying Securities. (ii) The Company has experienced net losses in each fiscal quarter since its inception and expects to continue to incur significant net losses for the foreseeable future. While the Company is unable to predict accurately its future operating expenses, it currently expects these expenses to increase substantially as it implements its business plan. (iii) In order to fund its future operations, attract and retain employees, consultants and other service providers, pursue business opportunities as they arise, which may include the acquisition of businesses or assets, and satisfy other obligations, the Company may be required to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the SharesUnits. The issuance of any such securities may result in substantial dilution to the relative ownership interests of the Company’s existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may involve restrictive covenants that may limit the Company’s operating flexibility. (iiiiv) The Company has provided herein that it intends to use most of the net proceeds from the Offering for general working capital purposes and other general corporate purposes which may include the acquisition repayment of businesses or assetsindebtedness. Thus, Purchaser is making its investment in the Securities based in part upon very limited information regarding the specific uses to which the net proceeds will be applied. (ivv) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment. (vi) Funds received in payment for the Units will be released to the Company upon its execution of this Agreement. The Company is not required to raise any minimum amount of proceeds prior to obtaining such funds. Because there is no minimum amount of Units the Company must sell before accepting funds in the Offering, investors participating in the Offering will not be assured that the Company will have sufficient funds to execute its business plan, satisfy expected expenditures, repay indebtedness as it becomes due, and support operations over the next 12 months and will bear the risk that the Company will be unable to secure the funds necessary to meet its current and anticipated financial obligations.

Investment Risks. Purchaser understands that purchasing Securities in the Offering Units will subject Purchaser to certain risks, including, but not limited to, each of the following: (i) The offering Company is a development-stage company with a limited operating history and an unproven business model, which makes it difficult for Purchaser to evaluate the Company's current business and future prospects. As a result, the revenue and income potential of the Company's business and market are unproven. (ii) The Company has experienced net losses in each fiscal quarter since its inception and expects to continue to incur significant net losses for the foreseeable future. While the Company is unable to predict accurately its future operating expenses, it currently expects these expenses to increase substantially as it implements its business plan. (iii) The Company is in need of substantial additional capital to fund its current and future operations. In order to satisfy such obligations, attract and retain employees, consultants and other service providers, and satisfy other obligations, the Company may be required to issue additional shares of Common Stock, securities convertible into Common Stock, or debt. Such securities may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Securities Units. The forgoing may result in substantial dilution to the relative ownership interests of the Company's existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock and any debt financing may involve restrictive covenants that may limit the Company's operating flexibility. (iv) The purchase price of the Units offered hereby has been determined solely by the Company in its sole discretion and does not necessarily bear any relationship to the value of the Company’s 's assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value, and therefore, there can be no assurance that the offering price of the Shares Units is representative of the actual value of the underlying Securities. (ii) In order to fund its operations, attract and retain employees, consultants and other service providers, pursue business opportunities as they arise, which may include the acquisition of businesses or assets, and satisfy other obligations, the Company may be required to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Shares. The issuance of any such securities may result in substantial dilution to the relative ownership interests of the Company’s existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may involve restrictive covenants that may limit the Company’s operating flexibility. (iii) The Company has provided herein that it intends to use the net proceeds from the Offering for general working capital purposes and other general corporate purposes which may include the acquisition of businesses or assets. Thus, Purchaser is making its investment in the Securities based in part upon very limited information regarding the specific uses to which the net proceeds will be applied. (ivv) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment.

Investment Risks. Purchaser understands that purchasing Securities Shares in the Offering will subject Purchaser to certain risks, including, but not limited to, each of the following: (i) The offering price of the Securities Shares offered hereby has been determined solely by the Company and does not necessarily bear any relationship to the value of the Company’s assets, current or potential earnings of the Company, or any other recognized criteria used for measuring valuevalue and, and therefore, there can be no assurance that the offering price of the Shares is representative of the actual value of the underlying SecuritiesShares. (ii) In order to fund capitalize the Company, execute its operations, attract and retain employees, consultants and other service providers, pursue business opportunities as they arise, which may include the acquisition of businesses or assetsplan, and satisfy for other obligationscorporate purposes, the Company may be required has issued, and expects to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities have been and may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Shares. The issuance of any such securities may result in substantial dilution to the relative ownership interests of the Company’s existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may involve restrictive covenants that may limit the Company’s operating flexibility. (iii) The Company has provided herein that it intends to use the net proceeds from the Offering for general working capital purposes and other general corporate purposes which may include the acquisition of businesses or assets. Thus, Purchaser is making its investment in the Securities based in part upon very limited information regarding the specific uses to which the net proceeds will be applied. (iv) An investment in the Securities Shares may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment. (iv) There is no minimum amount required to be raised in this Offering and, therefore, the Company may not generate enough net proceeds form this Offering to execute its business plan and satisfy its working capital requirements. (v) At this time, the Company has nominal operations and assets and is, therefore, considered a shell corporation under applicable rules of the Exchange Act (as defined in Section 6.1(a) hereof).

Investment Risks. Purchaser understands that purchasing the Securities in the Offering will subject Purchaser it to certain risks, including, but not limited to, including each of the following: (i) The offering price of Purchase Price for the Securities offered hereby has Option and the Exercise Price for the Option Shares have each been determined solely by negotiation by and among Initial Purchaser and the Company and does do not necessarily bear any relationship to the value of the Company’s assets, current or potential earnings of the Company, or any other recognized criteria used for measuring valuevalue and, and therefore, there can be no assurance that the offering price of the Shares is such prices are representative of the actual value of the underlying Securities. (ii) In order to fund capitalize the Company, execute its operations, attract and retain employees, consultants and other service providers, pursue business opportunities as they arise, which may include the acquisition of businesses or assetsplan, and satisfy for other obligationscorporate purposes, the Company may be required has issued, and expects to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, Stock or debt. Such securities have been and may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than from the purchase price of the SharesSecurities. The issuance of any such securities may result in substantial dilution to the relative ownership interests of the Company’s existing shareholders and substantial reduction in net book value per share. Additional equity securities Capital Stock may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may involve restrictive covenants that may limit the Company’s operating flexibility. (iii) The Company has provided herein that it intends to use the net proceeds from the Offering for general working capital purposes and other general corporate purposes which may include the acquisition of businesses or assets. Thus, Purchaser is making its investment in the Securities based in part upon very limited information regarding the specific uses to which the net proceeds will be applied. (iv) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with is relying solely on its own legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment. (iv) The proceeds from the purchase and sale of the Option will be distributed to the shareholders of the Company as a dividend and will not be available to the Company. (v) Unless there has been a Change in Law that results in cannabis no longer being a Schedule 1 controlled substance under the Controlled Substances Act, cannabis is a Schedule 1 controlled substance under the Controlled Substances Act. (vi) The Company and its Subsidiaries are subject to various state regulations and licensing requirements in relation to the growth, processing and sale of cannabis in states where such activities have been legalized, including requirements regarding disclosure and, in some cases, approval of significant investors and equity holders of the Company.