AFRX Security Token

Purchase Agreement

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., a Delaware corporation.

This AFRX Security Token Purchase Agreement (the “Agreement”) is entered into by and between the undersigned purchaser (the “Purchaser”) and Afrail Inc., a Delaware corporation, with its principal office located at 101 Marietta Street NW, Atlanta, GA 30303 USA, (the “Issuer”), in connection with the purchase of AFRX Security Tokens (the “AFRX Tokens”) issued by the Issuer on the Tokeny T-REX Platform.

1. Purchase and Sale

The Purchaser agrees to purchase, and the Issuer agrees to sell, the AFRX Tokens in the amount and at the price agreed upon by the parties during the purchase process. The Purchaser understands and acknowledges that the AFRX Tokens are digital securities issued in compliance with Regulation D Rule 506(c) and Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

2. Representations and Warranties of Purchaser

The Purchaser represents and warrants to the Issuer that: (a) The Purchaser is acquiring the AFRX Tokens for investment purposes only and not with a view to, or for resale in connection with, any distribution. (b) The Purchaser is either:

• (i) an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act, or
• (ii) a non-“U.S. Person” as defined in Rule 902 of Regulation S under the Securities Act. (c) The Purchaser has sufficient knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of purchasing the AFRX Tokens. (d) The Purchaser acknowledges that the AFRX Tokens are speculative and involve a high degree of risk, and that no assurance can be given as to the future performance or value of the AFRX Tokens. (e) The Purchaser has reviewed and agrees to the Issuer’s Legal Disclaimer located at https://afrx.io/legal/disclaimer.html the Terms of Service located at https://afrx.io/legal/terms.html, and this Agreement in full.

3. Representations and Warranties of Issuer

The Issuer represents and warrants that: (a) It is duly incorporated and in good standing under the laws of the State of Delaware. (b) It has all requisite power and authority to issue and sell the AFRX Tokens and to enter into and perform its obligations under this Agreement. (c) The AFRX Tokens, when issued and sold pursuant to this Agreement, will be validly issued and non-assessable.

4. Offering Exemptions

The AFRX Tokens are being offered and sold pursuant to exemptions from registration under the Securities Act, including Regulation D Rule 506(c) for accredited U.S. investors and Regulation S for non-U.S. investors. The AFRX Tokens have not been registered with the U.S. Securities and Exchange Commission or any state securities commission.

5. Transfer Restrictions

The AFRX Tokens may not be offered, sold, transferred, pledged, or otherwise disposed of except in compliance with applicable securities laws and with the prior written consent of the Issuer. Transfers will only be permitted through the Tokeny T-REX Platform and subject to eligibility verification.

6. No Guarantee of Liquidity

The Issuer makes no representation or warranty as to the future liquidity, marketability, or value of the AFRX Tokens. Secondary trading of AFRX Tokens may be available on SEC-regulated platforms such as INX or tZERO after the expiration of the applicable lock-up period, but there is no guarantee that such platforms will accept or list the AFRX Tokens.

7. Tax Matters

The Purchaser is solely responsible for any tax obligations arising from the purchase, holding, or disposition of the AFRX Tokens. The Issuer does not provide tax advice and recommends that the Purchaser consult with a tax advisor.

8. Indemnification

The Purchaser agrees to indemnify and hold harmless the Issuer and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, and expenses arising out of or related to any breach of this Agreement or violation of applicable law by the Purchaser.

9. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association. The seat of arbitration shall be Delaware, and the language shall be English.

10. Lock-Up Period

The AFRX Tokens shall be subject to a lock-up period of twelve (12) months from the date of issuance for both Regulation D and Regulation S purchasers. During this period, the Purchaser may not transfer or sell the AFRX Tokens except in compliance with applicable securities laws and with the written consent of the Issuer.

11. Electronic Execution and Acceptance

The Purchaser agrees that their electronic acceptance of this Agreement via the Tokeny T-REX Platform or other authorized means shall constitute a binding agreement between the Purchaser and the Issuer with the same legal force as a handwritten signature.

12. Entire Agreement

This Agreement, together with the Legal Disclaimer and Terms of Service referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, whether oral or written.

Contact Information

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