Fadl Corp
Fadl
Shariah-Compliant Real Estate Tokenization Platform
RISK DISCLOSURE STATEMENT
Effective Date: 13 March 2026 | Last Revised: 13 March 2026 | Version 1.0 | Shariah Board Certification: Under Review
Introduction and Purpose of Risk Disclosure
1.1 Purpose of This Document
This Risk Disclosure Statement (the "Disclosure" or "Statement") is issued by Fadl Corp (hereinafter referred to as
"we," "us," "our," or the "Company"), the operator of Fadl, a Shariah-compliant real estate tokenization and fractional
investment platform incorporated under the laws of Delaware, United States, with registered office at 300 Creek View
Road, Suite 209, Newark, County of New Castle, Delaware, 19711, registered agent Universal Registered Agents,
Inc., and company registration number 10409653. The Company was incorporated on November 19, 2025 under the
sole directorship of Saad Ismael Ouali Alami.
This Disclosure is provided in fulfilment of our regulatory obligations and our commitment to the Islamic finance
principle of Wuduh (transparency and clarity). It is designed to ensure that all prospective and existing investors are
fully and fairly informed of the material risks associated with investing in tokenized real estate assets through Fadl
prior to making any investment decision.
This Disclosure does not constitute financial, legal, investment, tax, or Shariah advice of any kind. It is an informational
document intended solely to describe risk factors that may affect your investment. You are strongly encouraged to
seek independent, qualified professional advice — including financial, legal, tax, and where relevant, Shariah advisory
counsel — before committing any capital to the Platform.
1.2 Scope of Application
This Disclosure applies to all persons who access, register with, or invest through Fadl, regardless of jurisdiction of
residence. The risks described herein are not exhaustive. Investment markets, technology landscapes, regulatory
environments, and geopolitical conditions are dynamic, and new or unforeseen risks may emerge that are not
described in this document.
By accessing the Platform and proceeding with any investment, you confirm that you have read, understood, and
accepted the risks described in this Disclosure. Your acknowledgement of these risks is a prerequisite to participation
in any investment offering on the Platform (see Section 18).
1.3 Shariah Finance and Risk Transparency
In accordance with the principles of Islamic finance, Fadl is committed to ensuring that all material risks are disclosed
fully, honestly, and in a manner accessible to all investors. The prohibition of Gharar (excessive uncertainty) under
Fadl Risk Disclosure Statement
Confidential | Fadl Risk Disclosure Statement Page 2
Shariah law requires that the parties to any transaction have clear and complete knowledge of the nature, terms, and
risks of that transaction. This Disclosure is an expression of that commitment.
Risk-sharing, rather than risk-transfer, is a foundational principle of Islamic finance. Investors in Shariah-compliant
instruments such as Musharakah (partnership) and Mudarabah (profit-sharing) arrangements accept that returns are
not guaranteed and that losses may be incurred as a consequence of genuine business risk. By investing on the
Platform, you embrace this principle and acknowledge that neither Fadl Corp nor any entity associated with the
Platform guarantees any particular outcome.
Shariah Principle: In Islamic finance, the prohibition of Riba (interest) means that returns must be genuinely tied to the
performance of an underlying real asset. There is no guaranteed, risk-free return. This disclosure reflects that core
ethical commitment.
1.4 Who Should Read This Document
This Disclosure should be read in its entirety by:
• All prospective investors considering registering on the Platform;
• All existing registered investors prior to making any new investment commitment;
• Legal or financial advisers acting on behalf of prospective investors;
• Any person seeking to understand the nature of tokenized real estate investment and the associated risk profile.
General Investment Risk
Risk Level: HIGH
Applicable to all investment activities on the Platform.
2.1 Capital at Risk
All investments carry inherent risk, and investing through Fadl is no exception. The value of your Token holdings and
any income derived therefrom may fluctuate significantly and may be worth less than the amount you originally
invested. In adverse circumstances, you may lose your entire invested capital.
YOU MAY LOSE SOME OR ALL OF YOUR INVESTED CAPITAL. DO NOT INVEST FUNDS THAT YOU CANNOT
AFFORD TO LOSE ENTIRELY.
2.2 No Guaranteed Returns
No investment return — whether by way of rental income distribution, capital appreciation, profit-sharing payment, or
any other form — is guaranteed by Fadl Corp, any associated entity, or any third party in connection with investments
made through the Platform. All projected or estimated returns communicated on the Platform or in Asset Offering
Documentation are forward-looking statements based on assumptions and models that may prove to be materially
incorrect.
2.3 Past Performance
Past performance of any Real Estate Asset, sector, market, or investment structure is not a reliable indicator of future
performance. Historical data, case studies, or illustrative projections presented on the Platform are provided for
informational purposes only and must not be interpreted as a promise or prediction of future outcomes.
2.4 Investment Suitability
Investments in tokenized real estate assets may not be suitable for all investors. The appropriateness of any
investment depends on your personal financial circumstances, investment objectives, risk tolerance, investment
horizon, and tax situation. You bear sole responsibility for determining whether any investment is suitable for you. Fadl
Corp does not provide personalised investment advice.
Fadl Risk Disclosure Statement
2.5 Concentration Risk
Investing a disproportionate share of your total investable wealth in any single asset, offering, or asset class —
including tokenized real estate — increases your exposure to risks specific to that investment. We strongly encourage
a diversified investment approach and caution against over-concentration.
2.6 Inflation Risk
The real value of your investment returns may be eroded by inflation over time. Where investment returns do not
exceed the prevailing rate of inflation in your jurisdiction, the purchasing power of your capital may diminish even in the
absence of a nominal investment loss.
Real Estate Market Risk
Risk Level: HIGH
Specific to the nature of real property as an underlying asset class.
3.1 Property Value Fluctuation
The value of real estate assets is subject to significant fluctuation and is influenced by a wide range of factors, many of which are outside the control of Fadl Corp or any asset manager. These factors include, but are not limited to:
General macroeconomic conditions, including interest rate environments, GDP growth, inflation, and employment
levels;
Local and regional supply and demand dynamics in specific property markets;
Planning, zoning, and development policy changes by local or national governments;
Demographic shifts affecting demand for residential, commercial, or industrial real estate;
Changes in urbanisation patterns, remote working trends, or retail sector evolution;
Natural deterioration, obsolescence, or deferred maintenance of the physical asset;
Environmental factors, including climate-related risks such as flooding, subsidence, or extreme weather events;
Political instability or social unrest in the jurisdiction where the asset is located.
3.2 Rental Income Risk
Distributions to Token holders derived from rental income are contingent on the actual rental income generated by the underlying Real Estate Asset. Rental income may be adversely affected by:
Tenant default, insolvency, or non-payment;
Extended vacancy periods between tenancies;
Downward pressure on market rental rates;
Tenant early termination or exercise of break clauses;
Significant unplanned maintenance, repair, or refurbishment costs;
Property damage not fully covered by insurance;
Force majeure events rendering a property uninhabitable or unusable (see Section 15).
3.3 Geographic and Jurisdictional Concentration
Real Estate Assets offered on the Platform may be concentrated in specific geographic regions or jurisdictions. Economic downturns, natural disasters, civil unrest, or regulatory changes in those specific locations may have a disproportionate impact on asset values compared to a geographically diversified portfolio.
3.4 Property Management Risk
The performance of each Real Estate Asset is dependent, in part, on the quality and effectiveness of its property management. The failure, insolvency, misconduct, or underperformance of a property manager or asset management firm may adversely affect rental income, asset maintenance, tenant relationships, and ultimately the value of your Token holdings.
3.5 Development and Construction Risk
Where tokenized offerings involve development-stage or under-construction assets, investors are exposed to
additional risks including construction delays, cost overruns, contractor insolvency, planning permission challenges, and the risk that a development project does not achieve its projected commercial or residential value upon
completion.
lliquidity Risk
Risk Level: HIGH
A fundamental characteristic of real estate as an asset class.
4.1 Nature of Real Estate Illiquidity
Real estate is an inherently illiquid asset class. Unlike publicly listed equities or bonds, real property cannot typically
be sold quickly without accepting a significant discount to fair market value. Tokenization of real estate does not
eliminate this fundamental illiquidity; it provides a mechanism for recording and potentially transferring fractional
interests, but does not guarantee the existence of a liquid market for those interests.
4.2 Absence of Guaranteed Secondary Market
Fadl does not guarantee the existence, availability, or liquidity of any secondary market for Tokens at any time. While
the Platform may, at its discretion, provide or facilitate a secondary transfer mechanism, there is no assurance that:
Any such secondary market will be established, maintained, or remain operational;
You will be able to find a willing buyer for your Tokens at any particular time or price;
The price achievable on any secondary market will reflect the underlying net asset value of your Token holdings;
Transfer restrictions will not limit your ability to sell or transfer your Tokens (see Section 12).
4.3 Locked Investment Horizon
Each tokenized real estate offering will specify an indicative investment horizon — the period during which your capital
is expected to be committed to the investment. You should only invest funds that you are able to commit for the full
expected duration of the investment without requiring access to those funds.
4.4 Early Exit Risk
Where early exit mechanisms are available, they may be subject to penalties, discounts, regulatory restrictions, or the
requirement to find a willing counterparty. Early exit is not guaranteed, and you may be unable to liquidate your
position even in circumstances of personal financial emergency.
4.5 Asset Disposal Risk
The ultimate realisation of capital from a real estate investment typically depends on the eventual sale or disposal of
the underlying asset. The timing, price, and terms of any asset sale are subject to market conditions, legal processes,
and the judgement of the asset manager or SPV governing body. Delays in asset disposal or forced sales at
unfavourable prices may materially reduce the return of capital to Token holders.
Tokenization and Blockchain Technology Risk
Risk Level: HIGH
Specific to the use of distributed ledger technology and digital tokens.
5.1 Novel Technology Risk
Blockchain technology and the tokenization of real-world assets represent relatively nascent fields. While the
underlying technologies have matured significantly, there remains a degree of technological uncertainty that does not exist with more established financial instruments.
5.2 Irreversibility of Blockchain Transactions
Transactions recorded on the blockchain — including Token transfers, issuances, and redemptions — are generally irreversible once confirmed by the network. In the event of an erroneous transaction, Fadl Corp may be unable to reverse, cancel, or recover the transaction. You bear sole responsibility for verifying the accuracy of all transaction details before submission.
5.3 Blockchain Network Forks
The blockchain network on which Tokens are recorded may experience a "hard fork" or "soft fork," resulting in
divergent versions of the blockchain. A fork may affect the validity, fungibility, or transferability of Tokens, or require technical intervention by Fadl Corp. We cannot predict the occurrence, timing, or consequences of any blockchain fork.
5.4 Network Congestion and Transaction Delays
Blockchain networks may experience periods of high congestion during which transaction processing times are significantly extended and transaction fees may increase substantially and unpredictably. Network congestion may delay the settlement of Token transfers, income distributions, and redemption transactions.
5.5 Token Standard and Protocol Obsolescence
Digital tokens are issued in accordance with specific technical standards and protocols. Over time, these standards may be superseded, deprecated, or rendered incompatible with updated network protocols or wallet infrastructure.
5.6 Key Management and Loss of Access
Access to blockchain-based Tokens is controlled by cryptographic private keys. The loss, theft, or destruction of private keys — whether held by you or by a custodial provider — may result in the permanent and irrecoverable loss of access to your Tokens.
5.7 Immutability and the Right to Erasure
Transaction data recorded on a public blockchain is permanent and immutable. This immutability may create tension with certain data protection rights such as the right to erasure, and may result in the permanent public visibility of historical transaction data associated with your wallet address.
Smart Contract Risk
Risk Level: HIGH
Inherent in the use of autonomous, self-executing blockchain code.
6.1 Nature of Smart Contracts
Fadl uses smart contracts to govern the issuance, transfer, income distribution, and redemption of Tokens. Whilesmart contracts offer transparency and automation, they also introduce specific technological risks.
6.2 Coding Errors and Vulnerabilities
Smart contracts are computer code and, as such, may contain programming errors, logical flaws, or undetected vulnerabilities. A defect in a smart contract could result in:
Unintended or unauthorised Token transfers;
Loss of digital assets held within or governed by the smart contract;
Incorrect calculation or non-distribution of income payments;
Exploitation by malicious third parties through hacking, re-entrancy attacks, or other exploit vectors;
Permanent locking of assets within a non-functional smart contract.
6.3 Immutability of Deployed Smart Contracts
Once deployed on the blockchain, the core logic of a smart contract is generally immutable and cannot be modified. In the event of a critical vulnerability in a deployed smart contract, Fadl Corp may have limited ability to intervene, remediate, or recover affected assets.
6.4 Oracle and Data Feed Risk
Where smart contracts rely on external data inputs — for example, to determine income distribution amounts or property valuations — the accuracy and availability of those data feeds are critical. Incorrect, manipulated, or unavailable oracle data may cause smart contracts to execute incorrectly.
6.5 Governance and Upgrade Risk
Where smart contracts incorporate governance mechanisms allowing for modification by designated parties, there is a risk that governance decisions are made that are not in the best interests of all Token holders, or that governance mechanisms themselves are exploited or manipulated.
6.6 Limitation of Fadl Corp's Liability for Smart Contract Events
Fadl Corp shall not be liable for losses arising from smart contract vulnerabilities, coding errors, exploits, oracle failures, or any other technical event within the smart contract infrastructure, except to the extent directly caused by our own gross negligence or wilful misconduct.
Platform Technology and Cybersecurity Risk
Risk Level: HIGH
Applicable to all users of the Platform's digital infrastructure.
7.1 Technology Infrastructure Risk
Fadl operates through complex digital infrastructure. Technology failures may result in temporary or extended
unavailability of the Platform, inability to access your account, delayed processing of investment or redemption
requests, or data corruption.
7.2 Cybersecurity Threats
The Platform and its digital infrastructure are potential targets for cybersecurity threats, including:
Distributed Denial of Service (DDoS) attacks;
Phishing and social engineering attacks targeting users or Platform staff;
Ransomware and malware attacks targeting Platform systems;
Unauthorised access to user accounts through credential theft or exploitation of authentication vulnerabilities;
Insider threats involving unauthorised access by employees or contractors.
While Fadl Corp implements industry-standard cybersecurity measures, no programme can guarantee absolute protection against all threats.
7.3 User-Side Security Risk
The security of your account and digital assets is dependent on actions within your own control. Risks arising from your own devices, networks, or behaviours — including use of unsecured networks, use of weak passwords, or failure to enable multi-factor authentication — are your sole responsibility. Fadl Corp shall not be liable for losses arising from user-side security failures.
7.4 Third-Party System Dependencies
The Platform depends on third-party infrastructure providers, including cloud hosting services, payment processors, identity verification systems, and blockchain nodes. Failures or outages affecting these third-party systems may directly impair the availability and functionality of the Platform.
7.5 Data Breach Risk
Despite our data security measures, there is a risk that Personal Data held by Fadl Corp could be accessed,
disclosed, or misappropriated through a data breach. In the event of a breach affecting your rights, we will notify you in accordance with our legal obligations and Privacy Policy.
Regulatory and Legal Risk
Risk Level: HIGH
A fast-evolving risk across all jurisdictions in which the Platform operates.
8.1 Evolving Regulatory Landscape
The regulatory treatment of digital assets, tokenized securities, blockchain-based investment platforms, and real estate investment products varies significantly across global jurisdictions and is evolving rapidly. Regulatory changes could materially affect the legal status and transferability of Tokens, the ability of the Platform to continue offering services, or the tax treatment of your returns.
8.2 Licensing and Authorisation Risk
Fadl Corp operates in compliance with applicable regulatory requirements in the jurisdictions in which it is licensed or registered. Future regulatory developments may require Fadl Corp to obtain additional licences, modify its business model, or cease operations in particular markets.
8.3 Securities Law Risk
Tokens issued on the Platform may be classified as securities or other regulated financial instruments in certain jurisdictions. You are solely responsible for ensuring that your participation in the Platform is lawful in your jurisdiction.
8.4 Anti-Money Laundering and Sanctions Risk
Compliance with AML, CTF, and international sanctions regimes is a mandatory obligation for Fadl Corp. If regulatory authorities impose enhanced restrictions or require the freezing of assets, your access to Token holdings may be suspended without prior notice. Fadl Corp is legally prohibited from informing you if a suspicious activity report has been filed in relation to your account.
8.5 Tax Risk
The tax treatment of investments in tokenized real estate assets is complex, uncertain, and highly jurisdiction-specific. Tax laws change frequently and may apply retroactively. Fadl Corp does not provide tax advice, and you are solely responsible for fulfilling all tax obligations arising from your investments.
8.6 Legal Disputes Regarding Underlying Assets
Real Estate Assets may become subject to legal disputes, including title challenges, boundary disputes, planning enforcement actions, tenant litigation, or creditor claims. Such disputes may restrict the ability to sell or dispose of an asset and reduce the net value available to Token holders.
8.7 Cross-Border Legal Complexity
Where Real Estate Assets are located in jurisdictions different from the investor's country of residence or the
Company's jurisdiction of incorporation, complex cross-border legal issues may arise, including conflicts of law and foreign investment restrictions.
Valuation Risk
Inherent in all asset valuation processes.
9.1 Subjectivity of Property Valuation
The valuation of real estate assets is an inherently subjective exercise that relies on professional judgement,
comparable market evidence, income capitalisation methodologies, and assumptions about future market conditions. Valuations represent professional opinion at a point in time and should not be treated as a guarantee of the price achievable on any sale.
9.2 Valuation Frequency and Lag
Property valuations are not conducted on a continuous basis. Between formal valuation events, the indicative value of Token holdings displayed on the Platform may not reflect real-time market conditions. A material decline in property values may occur between valuations and may not be reflected in Platform data until the next formal valuation exercise.
9.3 Mark-to-Market Limitations
Unlike publicly traded assets, real estate assets cannot be marked to market on a daily basis. The absence of
continuous market pricing means that the net asset value of Token holdings is an estimate rather than a live market price.
9.4 Valuer Independence and Conflict of Interest
While Fadl Corp engages independent, qualified professional valuers, there is an inherent risk of conflict of interest. Fadl Corp does not accept responsibility for losses arising from reliance on valuation reports produced by third-party valuers.
9.5 Development Asset Valuation
For development-stage or under-construction Real Estate Assets, projected on-completion valuations are speculative and carry significantly greater uncertainty than valuations of stabilised, income-producing assets.
Operational Risk
Arising from people, processes, and internal systems.
10.1 Key Person Dependency
The performance of Fadl Corp and the effective management of Real Estate Assets may be dependent on the
continued involvement of key individuals within our organisation or within third-party asset management firms. The loss of key personnel could adversely affect Platform operations and asset management quality.
10.2 Operational Errors
Despite robust internal controls, human or process errors may occur in the operation of the Platform, including errors in transaction processing, income distribution calculations, investor communications, or regulatory reporting. Operational errors may result in temporary disruption or, in serious cases, financial losses.
10.3 Counterparty Risk
Fadl engages various counterparties including SPV directors, property managers, KYC providers, payment
processors, and cloud infrastructure providers. The default, insolvency, fraud, or underperformance of any
counterparty could adversely affect Platform services and investor outcomes.
10.4 Fraud and Internal Misconduct
Despite internal controls, background checks, and governance procedures, there remains a residual risk of fraud, misappropriation, or misconduct by employees, contractors, or associated parties. Fadl Corp maintains appropriate controls, insurance, and oversight mechanisms to mitigate this risk but cannot guarantee its complete elimination.
10.5 Insurance Risk
Real Estate Assets held on the Platform are expected to be covered by appropriate property insurance. There is a risk that insurance coverage is insufficient, that claims are denied, or that an insurer becomes insolvent, resulting in uninsured losses.
10.6 Business Continuity Risk
In the event of a significant operational disruption — including a major cyberattack, natural disaster, pandemic, or critical system failure — Fadl Corp may face difficulties maintaining normal Platform operations. While we maintain business continuity plans, their effectiveness in all possible scenarios cannot be guaranteed.
Shariah Compliance Risk
Specific to Islamic finance-structured investment products.
11.1 Nature of Shariah Compliance Risk
Fadl is committed to ensuring that all investment products and Platform operations conform to Islamic Shariah principles as certified by our independent Shariah Board. Notwithstanding this commitment, investors should be aware that Shariah compliance is a complex, evolving, and sometimes contested field of Islamic jurisprudence.
11.2 Scholarly Disagreement
Islamic scholars may hold differing opinions (Ikhtilaf) on the Shariah permissibility of specific financial structures, instruments, or practices. A product certified as Shariah-compliant by our Shariah Board may not be considered compliant by other scholars. Our Shariah Board's certification is specific to that Board's scholarly opinion and does not constitute a universal fatwa.
11.3 Changed Circumstances and Re-evaluation
A Real Estate Asset or investment structure that is Shariah-compliant at the time of its offering may become
non-compliant due to a change in tenant activities, a change in financing structure, a revised scholarly opinion, or changes in the legal or economic structure of the investment. In the event of a Shariah non-compliance event, remedial measures will be implemented which may not fully restore the value of your investment.
11.4 Purification of Tainted Income
Where a tokenized asset inadvertently generates income from a Shariah-impermissible source, that portion of income must be purified by donation to a charitable cause as directed by the Shariah Board. Purification will result in a reduction of distributable income to Token holders.
11.5 Shariah Board Changes
The composition of our Shariah Board may change over time. The resignation, retirement, or replacement of Shariah Board members could result in a change in scholarly opinion regarding specific products or practices, potentially leading to structural changes in existing offerings.
11.6 Individual Shariah Responsibility
Our Shariah Board certification is issued at the institutional level and does not constitute a personal religious ruling (fatwa) for any individual investor. Each investor remains personally responsible for ensuring that their investment activities accord with their own religious obligations.
Shariah Principle: The risk-sharing inherent in Musharakah and Mudarabah structures means that investment losses are shared by participants in proportion to their contributions or as otherwise agreed. This is a fundamental distinction from conventional interest-based finance and reflects the ethical framework within which this Platform operates.
Secondary Market and Liquidity Risk
Risk Level: HIGH
Critical consideration for investors with shorter time horizons.
12.1 No Guaranteed Secondary Market
Tokens issued through Fadl are not listed on any public cryptocurrency exchange and are not designed as liquid trading instruments. Any secondary market functionality offered by or through the Platform is provided on a best-efforts basis and is subject to change, suspension, or termination at any time.
12.2 Price Discovery Challenges
In the absence of a continuous, liquid secondary market, fair price discovery for Token transfers is inherently limited. The price at which you may be able to transfer your Tokens may be materially different from — and may be significantly lower than — the indicative net asset value reported on the Platform.
12.3 Buyer Availability
Even where a secondary market mechanism exists, there is no guarantee that a willing buyer for your Tokens will be available at the time you wish to sell.
12.4 Transfer Restrictions
Token transfers are subject to regulatory requirements, including KYC verification of the transferee, minimum holding period restrictions, maximum transfer size limitations, and prior approval requirements.
12.5 Lock-Up Periods
Certain investment offerings may impose mandatory lock-up periods during which transfers are not permitted. Lock-up periods are disclosed in the applicable Asset Offering Documentation.
Custody and Wallet Risks
Risk Level: HIGH
Directly affecting the security and accessibility of your Token holdings.
13.1 Custodial Wallet Risk
Where Fadl provides a custodial wallet service, the security of your Token holdings is dependent on the security measures, operational integrity, and financial solvency of Fadl Corp and its custodian partners. In the event of a cyberattack, insolvency, or operational failure, your Token holdings could be at risk.
13.2 Non-Custodial Wallet Risk
Where you use a non-custodial wallet — maintaining your own private keys — you bear sole and complete
responsibility for the security, backup, and continuity of access to those keys. The loss, theft, damage, or destruction of your private key or seed phrase will result in the permanent and irrecoverable loss of access to your Tokens. Fadl Corp has no ability to restore access to Tokens in a non-custodial wallet where private keys are lost.
13.3 Wallet Compatibility Risk
Digital wallets and blockchain protocols evolve over time. A wallet that is compatible with Platform Tokens today may become incompatible with future versions of the token standard, blockchain protocol, or wallet software.
13.4 Phishing and Social Engineering
Fraudulent actors may attempt to deceive you into disclosing your wallet credentials, private keys, or seed phrase through phishing emails, fake websites, or social media impersonation of Fadl. Fadl Corp will never contact you to request your private key, seed phrase, or account password. Any such communication should be treated as fraudulent and reported to us immediately at info@fadl.ai.
13.5 Third-Party Custody Risk
Where Token custody is provided by a third-party institutional custodian, the risks associated with that custodian's operations — including insolvency, cyberattack, or regulatory action — apply in addition to Platform-level risks. Fadl Corp will disclose the identity and regulatory status of any custodian partner.
Shariah Compliance Risk
Arising from reliance on external service providers.
14.1 Dependency on Third Parties
Fadl's operations depend on a network of third-party service providers, including:
Identity verification and KYC/AML compliance providers;
Payment processors and banking institutions;
Cloud infrastructure and data hosting providers;
Blockchain infrastructure operators and node providers;
Property valuation and surveying firms;
Legal advisers, trustees, and SPV administrators;
Property management companies;
Cybersecurity and fraud detection vendors;
Shariah advisory services (Shariah Board members).
14.2 Third-Party Failure Risk
The failure, insolvency, regulatory action, cyberattack, or operational disruption affecting any key third-party service provider could impair the Platform's ability to deliver services, process transactions, verify identities, or distribute income. While Fadl Corp conducts due diligence on third-party providers, we cannot guarantee the continuous availability or performance of third-party services.
14.3 Changing Third-Party Terms
Third-party service providers may change their terms of service, pricing, or service offerings at any time. Material changes by critical providers could require migration to alternative providers, causing temporary service disruption and potentially increased costs.
14.4 Data Privacy and Third-Party Processors
Your Personal Data is shared with third-party service providers acting as data processors on our behalf. While we require these providers to maintain appropriate data security and comply with applicable data protection law, we cannot fully guarantee their compliance.
Shariah Compliance Risk
Risk Level: VARIABLE
Unpredictable by nature and potentially severe in impact.
15.1 Definition of Force Majeure
Force majeure events are circumstances beyond the reasonable control of Fadl Corp or the relevant Real Estate Asset operator. Such events include, but are not limited to:
Natural disasters, including earthquakes, floods, tsunamis, hurricanes, wildfires, and volcanic activity;
Pandemics, epidemics, and public health emergencies;
Acts of war, terrorism, armed conflict, or civil unrest;
Government-imposed embargoes, sanctions, travel restrictions, or lockdowns;
Strikes, industrial action, or critical infrastructure failures;
Systemic financial market failures or banking system disruptions;
Catastrophic cyberattacks on critical infrastructure;
Major regulatory interventions, including asset freezes or government nationalisations;
Climate-related extreme weather events resulting in property damage or inaccessibility.
15.2 Impact on Investments
Force majeure events may adversely affect your investments by:
• Causing physical damage to or destruction of a Real Estate Asset;
• Rendering a property unoccupied, unrentable, or unsellable;
• Preventing the Platform from processing transactions, distributing income, or executing redemptions;
• Materially reducing the value of the underlying asset;
• Triggering insurance claims that may be disputed or result in insufficient compensation.
15.3 No Liability for Force Majeure
Fadl Corp shall not be liable to you for any loss, damage, or delay arising directly or indirectly from a force majeure event. We will use reasonable endeavours to communicate the impact of force majeure events on affected investments and to implement contingency measures where practicable.
15.4 Climate Change Risk
The long-term impact of climate change on real estate values — through physical risks such as flooding and
subsidence, and transition risks such as energy efficiency requirements and carbon taxes — is a material and growing consideration for all real estate investors.
No Guarantee of Returns
THIS SECTION CONTAINS CRITICAL INFORMATION. PLEASE READ IT IN ITS ENTIRETY.
16.1 Absolute Prohibition on Guaranteed Returns
Fadl Corp does not, and is not permitted under Islamic finance principles, to guarantee any return on investment to Token holders. Any representation, whether oral, written, or implied, that a particular level of return is guaranteed would be inconsistent with the Shariah principles governing the Platform and would constitute a misrepresentation. If you have received any communication suggesting that your investment carries a guaranteed return, please report this immediately to info@fadl.ai.
16.2 Returns Dependent on Asset Performance
All returns — whether by way of rental income distributions, capital appreciation, or profit-sharing payments — are wholly dependent on the actual performance of the underlying Real Estate Asset, the effectiveness of its management, prevailing market conditions, and factors beyond the control of Fadl Corp. These returns may be higher or lower than any projections, and may be zero in adverse circumstances.
16.3 Projected and Illustrative Returns
Any projected, estimated, illustrative, or indicative return figures communicated on the Platform or in Asset Offering Documentation are forward-looking statements based on assumptions and models. Such projections are not guarantees, commitments, or promises. Actual performance may differ materially from projections as a result of:
Changes in property rental values or vacancy rates;
Changes in operating costs, maintenance requirements, or management fees;
Adverse macroeconomic or local market conditions;
Regulatory changes affecting real estate investment income;
Force majeure events as described in Section 15;
Any other factor that affects the performance of the underlying asset.
16.4 Distribution Variability
Income distributions to Token holders are not fixed and will vary from period to period depending on the actual net income generated by the underlying Real Estate Asset. There may be periods during which no income distribution is made.
16.5 Capital Return Not Assured
The return of your invested capital upon the conclusion of an investment is not guaranteed. The net capital returned to Token holders will depend on the actual sale price achieved for the underlying Real Estate Asset after deduction of all outstanding obligations, fees, and transaction costs. You may receive less than your original investment.
Shariah Principle: The acceptance of profit-and-loss sharing is central to Shariah-compliant investment. Just as you are entitled to share in the profits generated by a real asset, you equally accept the possibility of sharing in any losses. This is the ethical foundation of Musharakah and distinguishes Islamic finance from conventional interest-based models.
Investor Responsibility and Due Diligence
17.1 Your Responsibility to Understand
By investing through Fadl, you represent and warrant that you have taken all steps reasonably necessary to
understand the nature, structure, and risks of the investment, including reading this Disclosure Statement and the relevant Asset Offering Documentation.
17.2 Independent Professional Advice
We strongly recommend that you obtain independent, qualified professional advice before making any investment decision. Specifically, you should consult:
A qualified financial adviser or investment professional licensed in your jurisdiction;
A qualified legal adviser, to understand the legal nature of your Token holdings and transfer restrictions;
A qualified tax adviser, to understand the tax implications of investing in tokenized real estate;
A qualified Shariah adviser, if you have specific religious obligations regarding your investment activities.
17.3 Your Obligation to Read Offering Documents
Each tokenized real estate offering on the Platform is accompanied by Asset Offering Documentation. You are
required to read and understand this documentation in full before committing to any investment. Fadl Corp accepts no responsibility for investment decisions made without reference to the relevant documentation.
17.4 Monitoring Your Investment
You are responsible for actively monitoring your investment portfolio through the Platform's investor portal, reviewing periodic reports and updates, and staying informed of material developments affecting your Token holdings.
17.5 Updating Your Personal Information
You are required to promptly notify Fadl Corp of any changes to your personal circumstances, financial situation, or regulatory status that may affect your eligibility to invest on the Platform or the suitability of your existing investments.
17.6 Not Relying on Platform Communications as Advice
Communications from Fadl — including investor updates, reports, newsletters, and educational content — are
informational only and do not constitute investment advice, recommendations, or endorsements.
Acknowledgement of Risk
Investor Full Name:
Account Reference / User ID:
Date of Acknowledgement:
Electronic Signature / Consent Timestamp:
This acknowledgement is recorded electronically by Fadl at the time of your consent. A timestamped record of your acknowledgement is stored securely and is available on request. Completion of this acknowledgement does not waive any statutory rights you may have under applicable consumer protection or investor protection legislation.
— End of Risk Disclosure Statement —
Fadl is operated by Fadl Corp | www.fadl.ai | info@fadl.ai
Effective Date: 13 March 2026 | Version 1.0 | Shariah Board Certification: Under Review
Registered in Delaware, United States | Reg. No. 10409653 | Incorporated November 19, 2025
300 Creek View Road, Suite 209, Newark, County of New Castle, Delaware, 19711