A Cannabis focused Technology Company

Whitepaper Version

3.b 01.08.2018

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Table of Contents 1. Our Mission ............................................................................................................................................... 3

2. The State of the Cannabis Industry ........................................................................................................... 3

3. Blockchain Technology .............................................................................................................................. 4

4. Traditional Marketplace vs Blockchain Marketplace ................................................................................ 5

5. Introducing the GRPM Token .................................................................................................................... 6

6. GrowPayment Ecosystem ......................................................................................................................... 8

6.1 How it Works ...................................................................................................................................... 9

6.2 Stembis ............................................................................................................................................. 10

6.3 Stembis Fulfillment Network ........................................................................................................... 11

6.4 Tap to Pay ......................................................................................................................................... 12

6.5 Pos Market Data & Consumer Insights ............................................................................................ 13

7. Partnerships ............................................................................................................................................ 14

8. Roadmap ................................................................................................................................................. 15

9. Token Issuance ........................................................................................................................................ 16

Disclaimer of Liability .................................................................................................................................. 17

ADHERENCE TO ALL LEGAL AND REGULATORY STANDARDS ...................................................................... 19

CAUTION REGARDING FORWARD-LOOKING STATEMENTS ........................................................................ 21

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Map by Nexter

1. Our Mission

Due to federal regulations both recreational and medical cannabis companies are unable to process

electronic payments or gain access in many cases to traditional banking and its solutions. Regulations at

all levels of government are constantly changing, and the e-commerce industry as we know it today is

unable to support the growing cannabis economy. GrowPayment is leveraging the technical challenges of

the cannabis industry and the maturing cryptocurrency economy to develop a multi-vendor marketplace

for cannabis related products that supports both fiat money and cryptocurrency transactions. Bringing

this vision to reality will come in part by our flagship product, Stembis.com, a marketplace that was coined

“the Amazon of cannabis” by The TechInsider. Stembis will feature applications such as live POS market

data, consumer insights, embedded international trade regulations, advertisement solutions and Geo-

Fencing technology.

2. The State of the Cannabis Industry

Despite the legalization of cannabis in several US states it still remains listed as a schedule 1 drug under

the Controlled Substances Act, which means all US-based cannabis business are by definition illegal at the

federal level. An estimated 70% of medical cannabis companies do not have bank accounts. In the US.

cannabis businesses are being turned down by the majority of commercial, retail and investment banks

due to the nature of their business which has forced dispensaries to deal in cash, which leads to an

unavoidable increase in cost for security, risk management and surveillance.

Retail cannabis sales in the US could top $17 billion by 2021 representing a 300% increase from 2016. In

the first two months of adult-use legalization in California, consumers spent an estimated $339 million on

cannabis products, a majority of which was in cash.

Both the House of Commons and the Senate in

Canada’s parliament have voted to legalize recreational

cannabis nationwide by October 17th, 2018. Italy,

Germany, U.K, Uruguay, Netherlands, and Spain have

already legalized cannabis for medicinal purposes;

Australia, Chile, Czech Republic, India and Portugal are

all working towards their own Cannabis laws.

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3. Blockchain Technology

Blockchain technology combined with smart contracts will be the driving force for the long-term growth

of the cannabis industry. Blockchain based marketplaces provide a peer-to-peer network that can directly

connect buyers to sellers on both a B2B and B2C level, eliminating the need of a middleman.

What is a Blockchain

A digital ledger in which transactions (e.g. flow of goods, prescriptions, etc) are recorded chronologically

and publicly. Each transaction is digitally signed to ensure its authenticity and that no one tampers with

it, so the ledger itself and the existing transactions within it are assumed to be of high integrity.

How Blockchain Works

When a new transaction occurs it first must be verified and accepted by the blockchain, it is then added

to the blockchain ledger and a block (holding the data) is added to the chain of transactions. Each of these

blocks are connected to the previous block and the one after it to create an irreversible and immutable

chain. These chains prevent any individual block from being altered with or a block being inserted

between existing ones.

Blockchain Transparency

Different to traditional financial systems, blockchain provides a deep level of transparency, ensuring that

holdings and transactions of each public address are open to viewing.

Inputting a public address in to an explorer tool makes it possible to view all previous transactions and

current holdings of that address, increasing the level of accountability to large businesses.

Smart Contracts

Smart contracts are contracts that have been coded and embedded onto a particular blockchain. The code

contains all the rules, conditions, expiry dates and all other relevant information needed for its fulfilment.

These smart contracts provide a “trustless solution” as the contract will execute automatically once the

terms are met and not before.

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4. Traditional Marketplace vs Blockchain

Marketplace

As the world discovers new technology and adapts to new markets, traditional methodologies become

obsolete. Modern marketplace systems are primed to disrupt the market and cannabis with its geo

political complexities is the agent to spark that change.

Traditional Marketplace Blockchain Marketplace

Network Model Centralized Decentralized

Number of Clients Limited by systems and International Operations

No Limitations

Scalability Costly and Time Consuming Fast Scaling and Cost Effective

Traceability Third-party database Immutable public-private ledger

Agreements Risk being adjusted on the fly and not being honored

Embedded and executed through smart contracts

Privacy User information is required upfront

Customer profile is unlocked through temporary key

Dispute resolution Subjective and slow by design Objective smart contract escrow service + network arbitration

Proof of origin tracking No mechanism in place Seed to delivery tracking compatible

Listing Fee Up to $8 per item No cost

Payment Processing Fees Up to 15% As low as 0%

Speed of Transactions Potentially several days Near instant

Withdrawal of Funds Potentially several days Immediate

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5. Introducing the GRPM Token

The GrowPayment token will be the primary token accepted throughout the Stembis marketplace as well

as the entire GrowPayment ecosystem. The GRPM token is based on the decentralized Ethereum market

standard smart contract ERC20 token with the potential to move to ERC223 standards to increase user

experience. As a large part of the cannabis industry is currently unbanked, the GRPM token acts as a

solution providing vendors with a form of bank account (Digital Wallet) and an additional way for

consumers to make purchases.

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Vendors will be able to use GRPM tokens to pay for services such as; advertising, Stembis platform

solutions and B2B purchases. GRPM tokens can then be liquidated on a partner cryptocurrency exchange

or through Bancor’s network. Many of the fees involved in banking, maintaining accounts and success

fees are reduced. Moreover, vendors open the door to a huge market of token holders both in GRPM

tokens and with niche cannabis collaborators that are positioning themselves to be part of the Stembis

platform.

Consumers will be able to transact throughout the GrowPayment ecosystem using GRPM tokens.

Using GRPM tokens, GrowPayment will be able to reward loyal consumers with airdrops of tokens to their

personal wallet. Loyalty drops will be based on frequency and size of transactions (B2C and B2B).

Customers can also receive GRPM tokens when engaging the social network by leaving comments and

reviews for products and vendors, special discounts and added value items will be available only for GRPM

users to drive adoption.

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Retailers and Dispensaries

GrowPayment will be partnering

with retailers and dispensaries

around North America to provide

E-commerce, fulfillment and in

store payment solutions.

Customers

Customers in the ecosystem is

made up of users on Stembis.com

and customers of dispensaries

and retailers who uses our Tap to

Pay application.

Wholesalers and Producers

All users of the B2B portal to make international transactions

around the globe and take advantage of the speed, security

and cost effectiveness of cryptocurrency.

Other Cryptocurrencies

Cryptocurrency businesses with their own token that will be

accepted on Stembis.com and GrowPayment's Tap to Pay

application.

6. GrowPayment Ecosystem

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6.1 How it Works

The GrowPayment ecosystem will allow vendors in the Cannabis industry to access greater methods of

payment acceptance, give token holders of various cryptocurrencies a platform to use and liquidate their

tokens, and give users full vision on inventory quality and movements.

Customer buys a

product from the

physical store

Customer is

shopping on

Stembis.com

Merchant inputs $

amount and generates a

unique identifier QR Code

Customer pays in

fiat money

through NFC tap

Customer pays in

cryptocurrency by

scanning QR code

Merchant

Bank

Account

t

Merchant

wallet ID

Checkout with

Fiat or

Cryptocurrency

Payments User is shopping

on the B2B

portal

GrowPayment fulfillment will

distribute product to buyer

while tracking each inventory

on the blockchain

Buyer enters

Wallet ID or

credit card

Stembis holds payment

in escrow until vendors

are ready to withdraw

funds

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6.2 Stembis

Stembis is an online marketplace for the premium cannabis market featuring only the highest quality and

packaging in cannabis and cannabis related products. The purpose of the marketplace is to reshape the

image of the cannabis industry by removing the negative stigma and demonstrating a high value niche to

the general public. Stembis also provides the solution to streamline payments and breakthrough payment

barriers for vendors by allowing the acceptance of credit cards, cash, alternative payment gateways and

various cryptocurrencies.

How it works

Similar to popular marketplaces such as Amazon, Stembis also features a multivendor functional platform

that connects to the Stembis fulfillment network. Vendors will be able to create their own storefronts

and list their most premium products for sale while choosing the currencies they are willing to accept

between various fiat payment gateways, GRPM tokens and GrowPayment’s partner cryptocurrencies.

Vendors can also take advantage of the Stembis advertising solution by having their products featured on

key areas of the website and various Stembis social media channels.

Shoppers will be able to browse

and purchase products on

Stembis.com and checkout using

any fiat payment gateway and

vendor accepted cryptocurrencies.

The shopper can then view and

track each order through the

Stembis fulfillment network.

Blockchain Integration

Our payment processor is capable of accepting BTC, ETH, GRPM or any of our partner ERC-20 tokens as a

valid form of payment. The payment processor will let the user pay directly using their Metamask account

(chrome plug-in) or let them use their own wallet ID to scan the QR code and confirm the transaction.

There will be a direct live conversion factor applied at the checkout page to calculate the exact amount in

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cryptocurrency equivalent to the dollar price of each product as well as the gas requirement. An invoice

will be generated when the transaction is confirmed. The tokens are placed in an escrow account and are

cleared to the vendors when the products are delivered.

The processor will first confirm if the customer has enough cryptocurrency to pay for the transaction,

when confirmed, an action is generated where the customer authorizes payment. The processor then

confirms the transaction for every successful payment the transaction ID is attached with the invoice,

which is publicly available on the Ethereum blockchain.

6.3 Stembis Fulfillment Network

The Stembis fulfillment network is to increase the user and vendor experience by facilitating quick delivery

of products while maintaining full vision and transparency on each inventory.

How it works

GrowPayment will employ a distribution center to manage the Stembis fulfillment program. Vendors will

be able to send their inventory to the Stembis warehouse and leave the management and fulfillment up

to Stembis. As soon as the inventory is received, each item will be tagged with a unique RFID tag and

stored on the Ethereum network. Vendors and customers will be able to view the history and movement

of each product on a live interface. With the transparency of using blockchain, users will be able to ensure

the quality of each product by viewing the temperature each item was stored in, the shelf life, damages,

whether it was a returned item and more.

Blockchain Integration

The Stembis fulfillment DAPP will feature roles created for each participant in the supply chain. The goods

are the ‘asset’ on the platform which are transferred from one participant to another. Each asset is paired

with a GRPM token to ensure validity and provenance.

Each Stembis fulfilment smart contract is deployed to ensure end to end regulatory compliance, which

means it will reject transactions where shipping address is outside service area (where it is illegal to ship

cannabis products based on end to end user product and shipping address). It will also enforce strict

quality control measures where if minimum shelf life or temperature condition doesn’t comply with our

standards by the next participant in the blockchain, the product will be dropped from the supply chain

and marked as 'waste'.

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6.4 Tap to Pay

GrowPayment will help the legal Cannabis industry bypass payment restrictions from Stripe, PayPal, major

banks and other payment gateways by offering our own tap to pay mobile solution. By partnering up with

cannabis friendly payment gateways and the use of cryptocurrency, GrowPayment will give consumers

and vendors the option to accept more than just cash payments.

How it works

GrowPayment will partner up with cannabis stores and provide them with an internally developed

payment terminal based on the Android operating system. Vendors will be able to upload their inventory

into the GrowPayment Tap to Pay application and assign each product with a unique identifier. Vendors

will also need to assign their wallet ID or Metamask account to their store account on the payment

terminal.

On purchase, the vendor will enter the unique identifier of the purchased items into the mobile

application to generate the invoice ID in which the dollar amount of the transaction will be pushed to the

payment terminal; customers who have the mobile application will use the NFC module in their phone to

tap the payment terminal to bring up the purchase. If a customer wants to pay in fiat currency, then they

can choose the appropriate payment gateway whether it is through credit card or cash alternatives and

complete the purchase. However, if a customer wants to pay through cryptocurrency, they can link their

wallet ID or Metamask account to the mobile application and scan the QR code of the transaction to

directly complete the token transfer.

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Blockchain Integration

The payment terminal will send a request to the customer’s mobile application account that is linked to

their wallet. On cryptocurrency payment options, a direct calculation of the chosen cryptocurrency will

be calculated based on the live conversion rates as well as gas cost. Once a customer confirms and

approves the purchase, the payment will be processed. GrowPayment will deploy its own private

Ethereum nodes to confirm transactions to ensure quick processing speeds and enhance security while

preventing any spoofing of data. The payment terminal will use an Ethereum access API to ensure a secure

link between the Ethereum blockchain and its applications.

6.5 Pos Market Data & Consumer Insights

The explosion of ecommerce and big data has led to an unprecedented time to be in consumer analytics

and strategy. There are countless ways to slice and dice a dataset to uncover the next big product

characteristics, seed strain, untapped market and so much more. POS market leaders such as Nielson and

First Data have set the blueprint for the retail industry but have also trapped it in the past.

GrowPayment’s POS Market Data platform will provide producers and sellers access to raw aggregate

data and a suite of analytics and predictive models that will help to drive their business

forward. Leveraging the best in machine learning, platform users can come to leverage insights on topics

such as demographics, purchasing behavior, recency, frequency, preferences, and many others to gauge

the strength of their businesses and compete in the multi-billion-dollar global cannabis industry.

Blockchain Integration

Purchasers on the marketplace will be pleased to know that their customer profile will never be

shared across the network or reside on a GrowPayment internal network. Leveraging zero-knowledge

proofs, information at the micro scale can be verified without ever having to be seen to generate macro

insights. Zero-knowledge proofs and time sensitive keys allow for purchasers to support the ecosystem in

an anonymous way, but to be also incentivized to provide more detailed information on their profile and

habits through a self-administered smart contract.

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7. Partnerships Announced to date

GrowPayment has teamed up with Bancor to list our GRPM tokens to

their cryptocurrency exchange post ICO.

Bancor is a decentralized liquidity network that allows you to hold any token and convert it to any other

token in the network, with no counter party, at an automatically calculated price, using a simple web

wallet.

GrowPayment has teamed up with Siivva to bring its premium line of

topical treatments and SKYWISH brand to market.

SIIVVA is a Canadian Topical Company - providing advanced molecular technology in the form of premium

topical CBD skin care and terpene therapy products.

GrowPayment will allow Budbo tokens to be utilised on the Stembis

marketplace platform. GrowPayment will also gain access to the Budbo

supplier and vendor network and share resources and technology with

this growing and successful software company.

Budbo Facilitates unprecedented tracking of products in compliance with local, state and federal

government laws.

Wildeboer Dellelce LLP: GrowPayment’s legal partner to ensure

compliance and guided business growth in both the Cannabis and

cryptocurrency industry.

Wildeboer Dellelce LLP act as legal advisers to some of the country’s fiercest deal makers on CBC's hit

reality TV show Dragons’ Den and have extensive experience working with some of the biggest brands in

the industry.

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Inception

Q1 2018

•Whitepaper release

•Software development planning

•Stembis development begins

Q2 2018

•Stembis vendor pre-launch onboarding

•Resource acquisition

•Security testing

•Tap to pay development commences

•legal framework

Q3 2018

•Stembis soft launch

•Community building

•Pre sale

•GRPM stress testing

•Code and security audit

Q4 2018

•ICO completionn

•List on exchanges

•Cultivating partnerships

•Fulfillment capability R&D

•Tap to pay MVP launch

Q1 2019

•B2B portal on Stembis

•3PL engagement for fulfillment

•Blockchain inventory managment

•Stembis advertisement solution

Q2 2019

•Tap to pay launch to public

•Fulfillment solution soft launch

•Expansion outside of North America

8. Roadmap

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70%

15%

10%

3%

2%

Token Distribution

Distributed ToCommunity

Reserve Tokens

Founding Team

Advisors

BP

9. Token Issuance

The token sale will commence on October 1st, 2018 at 09:00 am EST time and close on December

31th,2018 at 9:00 pm EST.

Token Name: GRPM

Soft Cap (USD): $3,000,000

Hard Cap (USD): $25,000,000

Payment Method: ETH, BTC, LTC, FIAT

Price per GRPM (USD): $0.20

Sale Structure

Bonus Example: If you contribute $2000, you will get 10,000 GRPM tokens plus a 35% bonus. Your total

ownership will be 13,500 GRMP tokens.

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Disclaimer of Liability

The purpose of this White Paper is to present GrowPayment and GRPM Token to potential token holders

in connection with the proposed Token sale. The information set forth below may not be exhaustive and

does not imply any elements of a contractual relationship. The content of this White Paper is not binding

for GRPM and its affiliates and GRPM reserves the right to change, modify, add, or remove portions of

this White Paper for any reason at any time before, during and after the sale of GRPM tokens by posting

the amended White Paper on the website. Its sole purpose is to provide relevant and reasonable

information to potential token holders in order for them to determine whether to undertake a thorough

analysis of the company with the intent of purchasing GRPM Tokens. Nothing in this White Paper shall be

deemed to constitute a prospectus of any sort or a solicitation for investment, nor does it in any way

pertain to an offering or a solicitation of an offer to buy any securities in any jurisdiction. This document

is not composed in accordance with, and is not subject to, laws or regulations of any jurisdiction, which

are designed to protect investors. GRPM Token is a utility token. This product is not a digital currency,

security, commodity, or any other kind of financial instrument and has not been registered under the

Securities Act, the securities laws of any state of the United States or the securities laws of any other

country, including the securities laws of any jurisdiction in which a potential token holder is a resident.

GRPM Token cannot be used for any purposes other than those provided in the White Paper, including

but not limited to, any investment, speculative or other financial purposes. GRPM Token is not intended

for sale or use in any jurisdiction where sale or use of digital tokens may be prohibited. The GRPM tokens

are not being offered or distributed to, as well as cannot be resold or otherwise alienated by their holders

to, citizens of, natural and legal persons, having their habitual residence, location or their seat of

incorporation in the country or territory where transactions with digital tokens are prohibited or in any

manner restricted by applicable laws or regulations. If such restricted person purchases the GRPM tokens,

such restricted person has done so on an unlawful, unauthorized and fraudulent basis and in this regard

shall bear negative consequences. GRPM neither offers or distributes the GRPM tokens nor carries on a

business (activity) in any regulated activity in Singapore, in People’s Republic of China or in other countries

and territories where transactions in respect of, or with use of, digital tokens fall under the restrictive

regulations or require from GRPM to be registered or licensed with any applicable governmental

authorities. GRPM Token confers no other rights in any form, including but not limited to any ownership,

distribution (including but not limited to profit), redemption, liquidation, proprietary (including all forms

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of intellectual property), or other financial or legal rights, other than those specifically described in the

White Paper. Certain statements, estimates and financial information contained in this White Paper

constitute forward-looking statements or information. Such forward-looking statements or information

involve known and unknown risks and uncertainties, which may cause actual events or results to differ

materially from the estimates or the results implied or expressed in such forward-looking statements.

White Paper can be modified to provide more detailed information. This English language White Paper is

the primary official source of information about the GRPM Token.

The information contained herein may from time to time be translated into other languages or used in

the course of written or verbal communications with existing and prospective customers, partners etc. In

the course of such translation or communication some of the information contained herein may be lost,

corrupted, or misrepresented. The accuracy of such alternative communications cannot be guaranteed.

In the event of any conflicts or inconsistencies between such translations and communications and this

official English language White Paper, the provisions of this English language original document shall

prevail.

Certain activities involving cannabis remain illegal under us federal laws. such activities include but are

not limited to: (a) distribution of cannabis to minors, (b) transporting cannabis from states where it is legal

to other states, (c) drugged driving and other adverse public health consequences, (d) growing cannabis

on public lands, (e) cannabis possession or use on federal property, and (f) other criminal activity or

violence associated with the sale of cannabis. to the extent the company and/or growpayment, inc. may

not prevent certain of its users from using GRPM tokens in violation of us federal law, and cannot be held

accountable for the actions of its users.

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ADHERENCE TO ALL LEGAL AND REGULATORY

STANDARDS

The purchase of any tokens involves a high degree of risk, including but not limited to the risks described

below. Before purchasing GRPM Tokens, it is recommended that each participant carefully weighs all the

information and risks detailed in this White Paper, and, specifically, the following risk factors.

A. Dependence on computer infrastructure

GrowPayment dependence on functioning software applications, computer hardware and the Internet

implies that GrowPayment can offer no assurances that a system failure would not adversely affect the

use of your GRPM Tokens. Despite GrowPayment implementation of all reasonable network security

measures, its processing center servers are vulnerable to computer viruses, physical or electronic break-

ins or other disruptions of a similar nature. Computer viruses, break-ins or other disruptions caused by

third parties may result in interruption, delay or suspension of services, which would limit the use of the

GRPM Tokens.

B. Smart contract limitations

Smart contract technology is still in its early stages of development, and its application is of experimental

nature. This may carry significant operational, technological, regulatory, reputational and financial risks.

Consequently, although the audit conducted by independent third party increases the level of security,

reliability, and accuracy, this audit cannot serve as any form of warranty, including any expressed or

implied warranty that the GRPM Smart Contract is fit for purpose or that it contains no flaws,

vulnerabilities or issues which could cause technical problems or the complete loss of GRPM Tokens.

C. Regulatory risks

The Blockchain technology, including but not limited to the issue of tokens, may be a new concept in some

jurisdictions, which may then apply existing regulations or introduce new regulations regarding Blockchain

technology-based applications, and such regulations may conflict with the current GRPM Smart Contract

setup and GRPM Token concept. This may result in substantial modifications of the GRPM Smart Contract,

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including but not limited to its termination and the loss of GRPM Tokens as well as a suspension or

termination of all GRPM Token functions.

D. Taxes.

Token holders may be required to pay taxes associated with the transactions involving GRPM Tokens. It

will be a sole responsibility of the token holders to comply with the tax laws of the relevant jurisdictions

and pay all required taxes.

E. Force Majeure.

GrowPayment performance may be interrupted, suspended or delayed due to force majeure

circumstances. For the purposes of this White Paper, force majeure shall mean extraordinary events and

circumstances which could not be prevented by GrowPayment and shall include: acts of nature, wars,

armed conflicts, mass civil disorders, industrial actions, epidemics, lockouts, slowdowns, prolonged

shortage or other failures of energy supplies or communication service, acts of municipal, state or federal

governmental agencies, other circumstances beyond GrowPayment control, which were not in existence

at the time of Token sale. If such circumstances occur prior to issuance GRPM

Tokens and GrowPayment is unable to issue GRPM Tokens within 3 months from the projected date, the

escrow agent may issue a refund at the request of the GRPM Token purchasers. The refund will be issued

in the original form of payment to the same digital wallet or bank account where the funds were

transferred from.

F. Disclosure of information.

Personal information received from GRPM token holders, the information about the number of tokens

owned, the wallet addresses used, and any other relevant information may be disclosed to law

enforcement, government officials, and other third parties when GrowPayment is required to disclose

such information by law, subpoena, or court order. GrowPayment shall at no time be held responsible for

such information disclosure.

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G. Value of GRPM Token.

Once purchased, the value of GRPM Token may significantly fluctuate due to various reasons.

GrowPayment does not guarantee any specific value of the GRPM Token over any specific period of time.

GrowPayment shall not be held responsible for any change in the value of GRPM Token. Assumptions with

respect to the foregoing involve, among other things, judgments about the future economic, competitive

and market conditions and business decisions, most of which are beyond the control of the GrowPayment

team and therefore difficult or impossible to accurately predict. Although the GrowPayment team

believes that its assumptions underlying its forward-looking statements are reasonable, any of these may

prove to be inaccurate. As a result, the GrowPayment team can offer no assurances that the forward-

looking statements contained in this White Paper will prove to be accurate. In light of the significant

uncertainties inherent in the forward-looking statements contained herein, the inclusion of such

information may not be interpreted as a warranty on the part of GrowPayment or any other entity that

the objectives and plans of the GrowPayment project will be successfully achieved.

Please note that the GrowPayment project GRPM Token may be subject to other risks not foreseen by its

team at this time.

CAUTION REGARDING FORWARD-LOOKING

STATEMENTS

This whitepaper contains forward-looking statements or information (collectively “forward-looking

statements”) that relate to GrowPayment’s current expectations and views of future events. In some

cases, these forward-looking statements can be identified by words or phrases such as “may”, “will”,

“expect”, “anticipate”, “aim”, “estimate”, “intend”, “plan”, “seek”, “believe”, “potential”, “continue”,

“is/are likely to” or the negative of these terms, or other similar expressions intended to identify forward-

looking statements. GrowPayment has based these forward-looking statements on its current

expectations and projections about future events and financial trends that it believes may affect its

financial condition, results of operations, business strategy, financial needs, or the results of the Token

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Sale or the value or price stability of the GRPM Tokens. In addition to statements relating to the matters

set out here, this whitepaper contains forward-looking statements related to GrowPayment’s proposed

operating model. The model speaks to its objectives only, and is not a forecast, projection or prediction

of future results of operations. Forward-looking statements are based on certain assumptions and analysis

made by GrowPayment in light of its experience and perception of historical trends, current conditions

and expected future developments and other factors it believes are appropriate, and are subject to risks

and uncertainties. Although the forward-looking statements contained in this whitepaper are based upon

what GrowPayment believes are reasonable assumptions, these risks, uncertainties, assumptions, and

other factors could cause GrowPayment’s actual results, performance, achievements, and experience to

differ materially from its expectations CAUTION REGARDING FORWARD-LOOKING STATEMENTS 53

expressed, implied, or perceived in forward-looking statements. Given such risks, prospective participants

in a Token Sale should not place undue reliance on these forward-looking statements. Risks and

uncertainties include, but are not limited to those identified in the Token Sale terms and conditions. These

are not a definitive list of all factors associated with a making a contribution to GrowPayment, in

connection with its operations. GrowPayment undertakes no obligation to update any forward-looking

statement to reflect events or circumstances after the date of this whitepaper. The Company’s business

is subject to various laws and regulations in the countries where it operates or intends to operate. There

is a risk that certain activities of the Company may be deemed in violation of any such law or regulation.

Penalties for any such potential violation would be unknown. Additionally, changes in applicable laws or

regulations or evolving interpretations of existing law could, in certain circumstances, result in increased

compliance costs or capital expenditures, which could affect GrowPayment’s profitability, or impede

GrowPayment’s ability to carry on the business model and the GRPM Tokens model proposed in this

whitepaper.