Last Updated: January 20, 2026
This password-protected investor portal (the “Investor Portal”) is operated by CO2Rail Company (“CO2Rail,” “we,” “us,” or “our”) and provides access to certain confidential, non-public materials for evaluation by prospective investors and their representatives. By accessing or using the Investor Portal, you acknowledge that you have read, understood, and agree to be bound by this Disclaimer, Securities Notice, and Use Agreement (this “Agreement”).
1. Confidential and Proprietary Information
All materials made available through the Investor Portal, including but not limited to pitch decks, presentations, financial statements, projections, models, memoranda, research summaries, technical descriptions, regulatory analyses, and related documentation (collectively, the “Materials”), are confidential and proprietary to CO2Rail.The Materials are provided solely for the purpose of evaluating a potential investment in CO2Rail and may contain trade secrets, unpublished intellectual property, and commercially sensitive information.
2. Permitted Sharing
Internal Sharing (Permitted)
You may share access to the Investor Portal and/or the Materials internally within your organization (including partners, investment committee members, employees, officers, directors, and internal advisors) without prior consent, provided such persons:
--Are evaluating a potential investment in CO2Rail on behalf of your organization; and
--Are informed of, and agree to respect, the confidential nature of the Materials.You are responsible for ensuring that internal recipients comply with this Agreement.
External Sharing (Restricted)
You may not share access credentials or the Materials externally (including with third parties, co-investors, consultants, advisors, or affiliates outside your organization) without the prior written consent of CO2Rail.Requests for external sharing approval may be directed to info@co2rail.com.
3. No Public Offering; Securities Law Compliance
The Materials are provided solely for informational and evaluation purposes and do not constitute:
--An offer to sell or a solicitation of an offer to buy any securities;
--A public offering under the Securities Act of 1933 or the laws of any jurisdiction;
--Investment, legal, tax, accounting, or regulatory advice.
Any offer of securities, if made, will be made only pursuant to definitive offering documents and in compliance with applicable securities laws.
4. SAFE-Specific Disclosure
Certain Materials may reference or relate to Simple Agreements for Future Equity (“SAFEs”) or similar instruments.You acknowledge that:
--SAFEs are not equity, not debt, and do not provide ownership, voting, dividend, or liquidation rights unless and until converted pursuant to their terms;
--Conversion is contingent on future events that may not occur;
--SAFEs may result in substantial dilution upon conversion;
--There is no guarantee that a priced equity financing or liquidity event will occur.
Any SAFE investment will be governed exclusively by the executed SAFE agreement and related definitive documents.
5. Regulation D Notice (Rule 506(b) / 506(c))
Certain securities described in the Materials may be offered pursuant to Regulation D under the U.S. Securities Act, including Rule 506(b) and/or Rule 506(c).
Accordingly:
--Securities may be offered only to accredited investors, as defined under Rule 501(a), and in limited circumstances to permitted sophisticated non-accredited investors (if applicable);
--Securities are restricted securities and may not be resold or transferred except as permitted by law;
--No registration statement has been filed with the U.S. Securities and Exchange Commission.
--You represent that you are accessing the Investor Portal for evaluation purposes and not for redistribution or public solicitation.
6. Regulation Crowdfunding (Reg CF) Notice (If Applicable)
Certain Materials may reference or relate to offerings conducted pursuant to Regulation Crowdfunding (Reg CF). You acknowledge that:
--Any Reg CF offering, if conducted, will be made only through a registered funding portal or broker-dealer;
--Information in this Investor Portal does not constitute an offer under Reg CF;
--Investment decisions under Reg CF must be made solely on the registered platform and subject to statutory investment limits.
7. No Reliance; Independent Diligence Required
The Materials are provided “as is” and may be incomplete or preliminary.CO2Rail makes no representation or warranty, express or implied, as to the accuracy, completeness, or reliability of the Materials, and no reliance should be placed on them for any purpose.You are solely responsible for conducting your own independent investigation, analysis, and diligence and for consulting your own legal, financial, tax, technical, and regulatory advisors.
8. Forward-Looking Statements
The Materials may contain forward-looking statements, including projections, estimates, assumptions, targets, anticipated milestones, and statements regarding future performance, technology readiness, regulatory outcomes, carbon accounting, tax incentives, or market adoption.Forward-looking statements involve known and unknown risks, uncertainties, and assumptions. Actual results may differ materially. CO2Rail undertakes no obligation to update or revise such statements.
9. Technology, Regulatory, and Market Risk
CO2Rail operates in emerging, complex, and highly regulated technological and environmental markets. Statements regarding scalability, performance, cost, regulatory treatment, or incentives are inherently uncertain and subject to change.No assurance is given that any technology, system, or process described will achieve commercialization, regulatory approval, or economic viability.
10. Intellectual Property
All intellectual property rights embodied in the Materials—including patents, patent applications, trade secrets, copyrights, trademarks, and proprietary know-how—remain the exclusive property of CO2Rail or its licensors.No license or right is granted by access to the Investor Portal.
11. Password Security and Access Control
You are responsible for safeguarding your login credentials and for all activity conducted using your access.CO2Rail reserves the right to suspend or revoke access to the Investor Portal at any time, with or without notice.
12. Limitation of Liability
To the maximum extent permitted by law, CO2Rail shall not be liable for any direct, indirect, incidental, consequential, or special damages arising from access to or use of the Investor Portal or reliance on the Materials.
13. Governing Law
This Agreement and any dispute arising from access to or use of the Investor Portal shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles.
14. Acceptance
By accessing the Investor Portal, you confirm that:
--You understand the confidential and non-public nature of the Materials;
--You are accessing the Materials solely for evaluation of a potential investment;
--You agree to comply with this Agreement and all applicable securities laws. If you do not agree, you must not access or use the Investor Portal.