▸ A substantial portion of our revenues is derived from our Shakeology® line of products. We believe that these nutritional products have, or are perceived to have, positive effects on health, and compete in a market that relies on· · · · ● 1 ▸ Our use of emerging technologies (including artificial intelligence) and reliance on third-party service providers could expose us to operational, regulatory, intellectual property, and reputational risks.· · · · ● 1 ▸ We may pursue new initiatives which could disrupt and adversely affect our operating results.· · · · ● 1 ▸ Changes to our business model, including as a result of the Pivot, could materially and adversely affect our business.· · · ● ● 2 ▸ We are subject to the risk of payment processors changing or divesting their relationships with us.· · · ● ● 2 ▸ Because we do not expect to declare cash dividends on our Class A common stock in the foreseeable future, shareholders must rely on appreciation of the value of our Class A common stock for any return on their investment.· · ● ● ● 3 ▸ Covenant restrictions may limit our operations and impact our ability to make payments to our investors.· · ● ● ● 3 ▸ If we identify material weaknesses in our internal control over financial reporting which, if not remediated appropriately or timely, could result in the loss of investor confidence and adversely impact our business operations and our stock price.· · ● ● ● 3 rw ▸ Increasing attention to, and evolving expectations regarding ESG matters may impact our business and reputation.· · ● ● ● 3 ▸ Our ability to use our net operating loss carryforwards (NOLs) to offset future taxable net income may be subject to limitations.· · ● ● ● 3 ▸ The number of shares of our Class A common stock available for future issuance or resale could adversely affect the market price of our Class A common stock.· · ● ● ● 3 ▸ The price of shares of our Class A common stock may experience volatility.· · ● ● ● 3 ▸ There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.· · ● ● ● 3 ▸ You may experience future dilution as a result of future equity offerings or other equity issuances.· · ● ● ● 3 ▸ Any of these actions could have a material adverse effect on our business, financial position, results of operations and cash flows.· ● ● ● ● 4 ▸ Our credit agreement restricts our current and future operations and our ability to engage in certain business and financial transactions and may adversely affect our business.· ● ● ● ● 4 rw ▸ group Risks Related to our Indebtedness· ● ● ● ● 4 ▸ The Pivot may have a negative impact on our relationships.· · · ● · 1 ▸ We completed a reverse stock split of our shares of common stock, which may reduce and may limit the market trading liquidity of the shares due to the reduced number of shares outstanding and may potentially have an anti-takeover effect.· · ● · · 1 ▸ We have been, and may in the future be, subject to claims that we infringed certain intellectual property rights of third parties, and such claims could result in costly litigation expenses or the loss of significant rights related to,· · ● · · 1 ▸ In the past, following periods of volatility in the market price of a company’s securities, particularly for companies who have recently “gone public” through a DeSPAC transaction, securities class action litigation has often been· ● · · · 1 ▸ Because the Company is a “controlled company” within the meaning of the NYSE rules, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.● ● ● ● · 4 ▸ Failure to meet investor and stakeholder expectations regarding ESG matters may damage our reputation.● ● ● · · 3 rw ▸ Our Partner network program could be found not to be in compliance with current or newly adopted laws or regulations in one or more markets, which could have a material adverse effect on our business.● ● ● · · 3 rw ▸ Our management team has limited experience managing a public company.● ● ● · · 3 ▸ Our network of Partners could be found not to be in compliance with current or newly adopted laws or regulations in one or more markets, which could have a material adverse effect on our business.● ● ● · · 3 rw ▸ Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our products.● ● · · · 2 ▸ We are subject to payment processing risk.● ● ● · · 3 ▸ Adverse publicity associated with our products or ingredients, or those of similar companies, could adversely affect our business.● ● ● ● ● 5 rw ▸ Any major disruption or failure of our information technology systems or websites, or our failure to successfully implement upgrades and new technology effectively, could adversely affect our business and operations.● ● ● ● ● 5 ▸ Any one of the factors above or the cumulative effect of some of the factors above may result in significant fluctuations in our operating results.● ● ● ● ● 5 ▸ group Apple removes our apps from their store; or● ● ● ● ● 5 ▸ As a public company, we are subject to laws, regulations and stock exchange listing standards, which impose additional costs on us and may strain our resources and divert our management’s attention.● ● ● ● ● 5 rw ▸ Changes in legislation or requirements related to electronic funds transfer ("EFT"), or our failure to comply with existing or future regulations, may materially and adversely impact our business.● ● ● ● ● 5 rw ▸ Changes in tax laws and unanticipated tax liabilities could adversely affect our financial results.● ● ● ● ● 5 ▸ Changes in the legal and regulatory environment could limit our business activities, increase our operating costs, reduce demand for our products or result in litigation.● ● ● ● ● 5 ▸ Declines in our financial performance have resulted in and could result in future impairment charges.● ● ● ● ● 5 ▸ Failure to comply with anti-corruption and anti-money laundering laws, including the FCPA and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.● ● ● ● ● 5 ▸ If any of our products are unacceptable to us or our customers, our business could be harmed.● ● ● ● ● 5 ▸ If there are any material delays or disruptions in our supply chain, or errors in forecasting of the demand for our products and services, our business may be adversely affected.● ● ● ● ● 5 ▸ If we are unable to anticipate and satisfy consumer preferences and shifting views of health, fitness and nutrition, our business may be adversely affected.● ● ● ● ● 5 ▸ If we are unable to maintain a good relationship with Apple, our business will suffer.● ● ● ● ● 5 ▸ If we are unable to sustain pricing levels for our products and services, our business could be adversely affected.● ● ● ● ● 5 ▸ If we cannot maintain our culture, we could lose the innovation, teamwork, and passion that we believe contribute to our success and our business may be harmed.● ● ● ● ● 5 rw ▸ If we fail to obtain and retain high-profile strategic relationships, or if the reputation of any of these parties is impaired, our business may suffer.● ● ● ● ● 5 ▸ In the event we experience significant disruptions, we may be unable to repair our systems in an efficient and timely manner which could have a material adverse effect on our business, financial condition, and operating results.● ● ● ● ● 5 ▸ Increases in labor costs, including wages, could adversely affect our business, financial condition and results of operations.● ● ● ● ● 5 ▸ Our ability to raise capital in the future may be limited.● ● ● ● ● 5 ▸ Our business model relies on high quality customer service, and any negative impressions of our customer service experience may adversely affect our business and result in harm to our reputation.● ● ● ● ● 5 ▸ Our business relies on sales of a few key products.● ● ● ● ● 5 ▸ Our co-founder has control over all stockholder decisions because he controls a substantial majority of our voting power through our Class X common stock, or “super” voting stock.● ● ● ● ● 5 rw ▸ Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services, and brand.● ● ● ● ● 5 ▸ Our operating results could be adversely affected if we are unable to accurately forecast consumer demand for our products and services and adequately manage our inventory.● ● ● ● ● 5 ▸ Our products and services may be affected from time to time by design and manufacturing defects that could adversely affect our business and result in harm to our reputation.● ● ● ● ● 5 ▸ Our products or services offered as part of automatically renewing subscriptions or memberships could be found not to be in compliance with laws or regulations in one or more markets, which could have a material adverse effect on our business.● ● ● ● ● 5 ▸ Our quarterly operating results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict.● ● ● ● ● 5 ▸ Our subscriber engagement on mobile devices depends upon effective operation with mobile operating systems, networks, and standards that we do not control.● ● ● ● ● 5 ▸ Our success depends on our ability to maintain the value and reputation of our brands.● ● ● ● ● 5 ▸ group Risks Related to Data and Information Systems● ● ● ● ● 5 ▸ group Risks Related to Expansion● ● ● ● ● 5 ▸ group Risks Related to Laws and Regulations● ● ● ● ● 5 ▸ group Risks Related to Our Business and Industry● ● ● ● ● 5 ▸ group Risks Related to Our Personnel● ● ● ● ● 5 ▸ group Risks Related to Ownership of Our Common Stock● ● ● ● ● 5 ▸ The concentration of our stock ownership limits our stockholders’ ability to influence corporate matters.● ● ● ● ● 5 ▸ The occurrence of any of these risks, especially during seasons of peak demand, could cause us to experience a significant disruption in our ability to produce and deliver our products to our customers.● ● ● ● ● 5 ▸ The perception of the effects of our nutritional products may change over time, which could reduce customer demand.● ● ● ● ● 5 ▸ The perception of the effects or value of our products may change over time, which could reduce customer demand.● ● ● ● ● 5 ▸ The seasonal nature of our business could cause operating results to fluctuate.● ● ● ● ● 5 ▸ There can be no assurance that we can further penetrate existing markets or that we can successfully expand our business into new markets.● ● ● ● ● 5 ▸ We are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints both domestically and abroad.● ● ● ● ● 5 ▸ We are subject to a number of risks related to the ACH, credit card and debit card payments we accept.● ● ● ● ● 5 rw ▸ We are subject to governmental export and import controls and economic sanctions laws that could subject us to liability and impair our ability to compete in international markets.● ● ● ● ● 5 ▸ We face risks, such as unforeseen costs and potential liability in connection with allegations of injuries arising from equipment we supply and content we produce, license, advertise, and distribute through our various content delivery platforms.● ● ● ● ● 5 ▸ We face risks, such as unforeseen costs and potential liability in connection with content we produce, license and distribute through our content delivery platform.● ● ● ● ● 5 ▸ We may be subject to obligations to collect and remit sales tax and other taxes, and we may be subject to tax liability for past sales, which could adversely harm our business.● ● ● ● ● 5 ▸ We may be unable to attract and retain customers, which would materially and adversely affect our business, results of operations and financial condition.● ● ● ● ● 5 ▸ We may engage in merger and acquisition activities, which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our operating results.● ● ● ● ● 5 ▸ We may expand into international markets, which would expose us to significant risks.● ● ● ● ● 5 rw ▸ We may incur material product liability claims, which could increase our costs and adversely affect our revenues and operating income.● ● ● ● ● 5 ▸ We operate in highly competitive markets and we may be unable to compete successfully against existing and future competitors.● ● ● ● ● 5 ▸ We rely heavily on information systems, and any material failure, interruption or weakness may prevent us from effectively operating our business and damage our reputation.● ● ● ● ● 5 ▸ We rely on consumer discretionary spending, which may be adversely affected by economic downturns and other macroeconomic conditions or trends.● ● ● ● ● 5 ▸ We track certain operational and business metrics with internal methods that are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.● ● ● ● ● 5 
