AFRX Security Token

Legal Disclaimer

Issued by: Afrail Inc.
Effective Date: May 26, 2025

This document outlines the terms, risks, and legal conditions governing the AFRX Security Token issued by Afrail Inc.

This application and its related services are operated by Afrail Inc., a Delaware corporation (the "Issuer"), and are intended solely to facilitate access to information and participation in the offering of AFRX Security Tokens ("AFRX" or the "Tokens"). The AFRX Security Token is a regulated digital security issued in compliance with Regulation D Rule 506(c) and Regulation S under the U.S. Securities Act of 1933.

1. Securities Disclaimer

AFRX Security Tokens are digital representations of equity-linked securities that may be convertible into Class A or Preferred Shares of Afrail Inc. upon satisfaction of applicable conditions.

• Not utility tokens, cryptocurrencies, or speculative digital assets.
• Offered as private placement securities under exemptions from SEC registration.
• Subject to holding restrictions, including a 365-day lock-up under Reg D and Reg S.

This offering is intended for:

• Accredited investors in the U.S. (Reg D Rule 506(c))
• Non-U.S. investors eligible under Regulation S

2. No Offer or Solicitation

Nothing herein constitutes an offer to sell or solicitation to buy securities. Offers are made only through:

• Private Placement Memorandum (PPM)
• Subscription Agreement
• Token Purchase Agreement
• Terms of Use

Unauthorized access or distribution of materials is strictly prohibited.

3. Token Rights and Conversion

• Convertible into equity in Afrail Inc. at:
  • 100 AFRX = 1 Class A Share (voting rights)
  • 300 AFRX = 1 Preferred Share (non-voting, priority dividends)
• No shareholder rights unless conversion is completed via approved channels.
• No access to AfrailX, ArailX, or Abba App.

4. Risk Acknowledgment

Investing in AFRX involves risks including:

• Illiquidity and long holding periods
• Regulatory and jurisdictional risks
• Technology and cybersecurity threats
• Loss of capital
• No FDIC, SIPC, or governmental insurance

Please consult legal, tax, and financial advisors before investing.

5. Secondary Market and Transfer Limitations

Transfers allowed only to whitelisted, KYC-verified wallets during lock-up. Post lock-up, secondary trading may occur on regulated exchanges (e.g., INX, tZERO), subject to approval. No guarantee of listing or tradability.

6. Technical and Smart Contract Risk

• Based on Ethereum and ERC-3643 standard.
• Smart contracts, despite audits, may contain bugs.
• Afrail Inc. is not liable for losses from technical issues or third-party tools.

7. Legal and Regulatory Jurisdiction

• Compliance with local laws is the user’s responsibility.
• Offering governed by Delaware law and U.S. federal securities regulations.

8. Intellectual Property

All content, branding, and product names (Afrail Inc., AFRX, AfrailX™, ArailX™, Abba App™) are property of Afrail Inc. or affiliates. Unauthorized use is prohibited.

9. Limitation of Liability

• No liability for reliance on provided info
• No responsibility for losses due to tech issues or user error
• No indirect or consequential damages covered

10. Final Acknowledgment

• You have read and understood this Disclaimer.
• You meet legal criteria to access and invest in AFRX.
• You accept all outlined terms and risks.

Contact Information

Attn.: Legal and Compliance Dept.
Afrail Inc.
101 Marietta Street NW
Atlanta, GA 30303
USA

Email: legal@afrx.io
Website: afrx.io
GitHub Repository: github.com/afrail-inc/afrx-security-token