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, 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 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, 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 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. (iv) 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 repayment of indebtedness. 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. (v) 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 ’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 Units Securities 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 In order to continue to incur significant net losses for capitalize the foreseeable future. While the Company is unable to predict accurately its future operating expensesCompany, it currently expects these expenses to increase substantially as it implements execute its business plan. (iii) In order to fund its future operations, attract and retain employees, consultants and other service providers, 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 Units. 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. (iv) 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 repayment of indebtedness. 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. (viii) 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. (viiv) 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 There is no minimum amount of Units required to be raised in this Offering and, therefore, the Company must sell before accepting funds in the Offering, investors participating in the may not generate enough net proceeds from this Offering will not be assured that the Company will have sufficient funds to execute its business plan, plan or 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 obligationsworking 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 Units Shares 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 UnitsShares. 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. (iviii) 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 repayment the acquisition of indebtednessbusinesses 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. (viv) 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 Shares 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 Shares 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 valuevalue and, and therefore, there can be no assurance that the offering price of the Units Shares is representative of the actual value of the underlying SecuritiesShares. (ii) The Company has experienced net losses in each fiscal quarter since its inception and expects In order to continue to incur significant net losses for capitalize the foreseeable future. While the Company is unable to predict accurately its future operating expensesCompany, it currently expects these expenses to increase substantially as it implements execute its business plan. (iii) In order to fund its future operations, attract and retain employees, consultants and other service providers, 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 UnitsShares. 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. (iv) 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 repayment of indebtedness. 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. (viii) 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. (viiv) 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 There is no minimum amount of Units required to be raised in this Offering and, therefore, the Company must sell before accepting funds in the Offering, investors participating in the may not generate enough net proceeds form this Offering will not be assured that the Company will have sufficient funds to execute its business planplan and satisfy its working capital requirements. (v) At this time, 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 has nominal operations and assets and is, therefore, considered a shell corporation under applicable rules of the funds necessary to meet its current and anticipated financial obligationsExchange Act (as defined in Section 6.1(a) hereof).

Investment Risks. Purchaser understands that purchasing Securities Shares 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 Shares 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 valuevalue and, and therefore, there can be no assurance that the offering price of the Units Shares is representative of the actual value of the underlying SecuritiesShares. (ii) The Company has experienced net losses in each fiscal quarter since its inception and expects In order to continue to incur significant net losses for capitalize the foreseeable future. While the Company is unable to predict accurately its future operating expensesCompany, it currently expects these expenses to increase substantially as it implements execute its business plan. (iii) In order to fund its future operations, attract and retain employees, consultants and other service providers, 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 UnitsShares. 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. (iv) 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 repayment of indebtedness. 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. (viii) 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. (viiv) 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 There is no minimum amount of Units required to be raised in this Offering and, therefore, the Company must sell before accepting funds in the Offering, investors participating in the may not generate enough net proceeds from this Offering will not be assured that the Company will have sufficient funds to execute its business plan, plan or 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 obligationsworking 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, 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 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 ’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 Units is such prices are 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 In order to continue to incur significant net losses for capitalize the foreseeable future. While the Company is unable to predict accurately its future operating expensesCompany, it currently expects these expenses to increase substantially as it implements execute its business plan. (iii) In order to fund its future operations, attract and retain employees, consultants and other service providers, 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 UnitsSecurities. 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 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 ’s operating flexibility. (iv) 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 repayment of indebtedness. 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. (viii) 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) Funds received The Company and its Subsidiaries are subject to various state regulations and licensing requirements in payment for the Units will be released relation to the Company upon its execution growth, processing and sale of this Agreement. The Company is not required to raise any minimum amount cannabis in states where such activities have been legalized, including requirements regarding disclosure and, in some cases, approval of proceeds prior to obtaining such funds. Because there is no minimum amount significant investors and equity holders 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 obligationsCompany.