RCM Note Token Disclaimer

The Notes, represented by RCM Note Tokens, are issued solely by Humanoid Holdings Ltd. XMAQUINA Foundation does not assume any of the issuer’s obligations. Operation or support of the XMAQUINA website and related interfaces by XMAQUINA Foundation does not make it an issuer, obligor, underwriter or guarantor of the Notes or RCM Note Tokens.

This website and the information made available through it do not constitute investment, financial, legal, business, tax or other professional advice, or a public offer, solicitation or invitation to acquire any Note or RCM Note Token representing such Note.

The Notes and RCM Note Tokens representing them have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or other jurisdiction. They may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons, and are offered and sold only outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under that Act. Other jurisdiction-based prohibitions and restrictions apply.

For each Series of the Notes, the RCM Note Token Documentation includes the Base Offering Memorandum (including the Registration Agreement at Appendix 2) and the applicable Series Supplement, the form of Subscription Agreement, and the acknowledgement instruments, in each case identified by title, version and date on the website. The RCM Note Token Documentation does not constitute a prospectus. It has not been reviewed, approved or registered by the BVI Financial Services Commission or by any other regulator in any jurisdiction, and no regulator has passed upon the merits of the Notes or RCM Note Tokens representing them, or the accuracy of that documentation. The issuer is not licensed, registered or supervised as an investment business, collective investment scheme, deposit-taker or virtual-asset service provider in the British Virgin Islands or in any other jurisdiction.

Each RCM Note Token represents one Note, being a high-risk, unsecured, contractually subordinated, closed-end Issuer-level limited recourse and non-petition protected debt obligation of the issuer referencing a specified Portfolio Company exposure position, and is not itself a separate security or claim. RCM Note Tokens are not shares in the referenced Portfolio Companies, are not tokenised Portfolio Company shares, are not secured by Portfolio Company securities and do not give tokenholders voting, dividend, inspection, information, transfer, redemption, governance, or other shareholder rights against those companies.

Holders of RCM Note Tokens do not have an ordinary redemption right or a right to require redemption, repurchase or cash settlement at their discretion. The referenced positions are illiquid, may never be realised through an IPO or other exit, and may be impaired or lost if an upstream transfer, holding route, consent, fund or SPV interest, forward or other economic-exposure arrangement is challenged by the Portfolio Company, not recognised, unwound, blocked or cannot be monetised. RCM Note Tokens and the Notes they represent may produce no payment or return and may result in the complete loss of the amount paid.

No application has been made, and none will be made by the issuer, for the RCM Note Tokens or the Notes they represent to be admitted to trading on any regulated market, multilateral trading facility or other organised trading venue. The issuer operates no trading venue and makes no market in them. No secondary trading platform, exchange or automated market maker on which RCM Note Tokens may circulate is operated, endorsed, controlled or supported by the issuer or XMAQUINA Foundation. Secondary-market liquidity is not guaranteed.

Primary issuance is available only to eligible investors outside Restricted Jurisdictions as specified in the RCM Note Token Documentation, who fall within one of the following categories: (a) a professional client, qualified investor, institutional investor, accredited or professional investor (or the equivalent category) under the applicable law, including a person whose ordinary business involves acquiring, holding, managing or disposing of investments; or (b) a person who validly elects professional treatment under the applicable law, with the relevant election file, such as, depending on the jurisdiction, an opt-out or statement satisfying specific qualitative, quantitative, net-worth and/or asset-based criteria, completed at onboarding, as further specified in the RCM Note Token Documentation.

On a primary subscription, a subscriber first receives a non-transferable Digital Receipt evidencing a subscribed but unissued entitlement. The corresponding Notes, and the RCM Note Tokens representing them, are issued only after the expiry of the applicable distribution compliance period and against the certification described in the RCM Note Token Documentation.

Secondary transfers, any event-driven redemption, distributions and Issuer recognition are subject to the applicable RCM Note Token Documentation, KYC, KYB, investor eligibility, AML, sanctions and other applicable compliance requirements.

The referenced Portfolio Companies, platforms, managers and transfer agents have not approved, endorsed or recognised the RCM Note Tokens or the Notes they represent unless expressly stated in the RCM Note Token Documentation.

Before making any decision in relation to an RCM Note Token or a Note it represents, you should carefully read the applicable RCM Note Token Documentation, explicitly including the Risk Factors available in this section of the website. Access to this section does not establish eligibility or create any right to acquire a Note.

Capitalised terms used but not defined herein have the meanings given to them in the applicable RCM Note Token Documentation.

This notice and disclaimer apply to this section of the website only.