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 Securities is representative of the actual value of the Securities. (ii) In order to capitalize the Company, execute its business plan, and for other corporate purposes, the Company 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 Units. 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) 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, 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 andvalue, and therefore, there can be no assurance that the offering price of the Securities Shares is representative of the actual value of the underlying Securities. (ii) In order to capitalize fund its operations, attract and retain employees, consultants and other service providers, pursue business opportunities as they arise, which may include the Company, execute its business planacquisition of businesses or assets, and for satisfy other corporate purposesobligations, the Company has issued, and expects may be required 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 UnitsShares. 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 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 value and, therefore, there can be no assurance that the offering price of the Securities Shares is representative of the actual value of the SecuritiesShares. (ii) In order to capitalize the Company, execute its business plan, and for other corporate purposes, the Company 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 UnitsShares. 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) 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 from this Offering to execute its business plan or satisfy its working capital requirements.

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 value and, therefore, there can be no assurance that the offering price of the Securities is such prices are representative of the actual value of the Securities. (ii) In order to capitalize the Company, execute its business plan, and for other corporate purposes, the Company 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 UnitsSecurities. 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) 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) There 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 no minimum amount required a Schedule 1 controlled substance under the Controlled Substances Act. (vi) The Company and its Subsidiaries are subject to be raised various state regulations and licensing requirements in this Offering relation to the growth, processing and sale of cannabis in states where such activities have been legalized, including requirements regarding disclosure and, thereforein some cases, approval of significant investors and equity holders of the Company may not generate enough net proceeds from this Offering to execute its business plan or satisfy its working capital requirementsCompany.

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 value and, therefore, there can be no assurance that the offering price of the Securities Shares is representative of the actual value of the SecuritiesShares. (ii) In order to capitalize the Company, execute its business plan, and for other corporate purposes, the Company 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 UnitsShares. 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) 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 from form this Offering to execute its business plan or 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).