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Etherfuse® Operational Context: Legal and Financial Overview

How are customer assets segregated from Etherfuse®'s own assets?

Financial Assets backing Stablebonds are held with authorized Mexican financial institutions. Etherfuse® has an internal policy that requires it to distinguish between its own investments and customer funds, this is dully reflected in its financial statements. Regular attestation reports ensure transparency and accurate reserves.

As a context, on a regular basis, an independent third party to Etherfuse® issues attestation reports focused in a process that aims on verifying the accuracy and control of Etherfuse®'s reported reserves of Financial Assets that back the Stablebonds based on cryptographic proofs provided by Etherfuse® in public blockchains, the reconciliation of these proofs with Etherfuse®'s internal records, interfaces and account statements issued by financial entities in Mexico.

Asset Custody Illustration

Who are the custodians of the Financial Assets?

The custodians of Etherfuse®'s Financial Assets include financially stable and authorized by local regulators. You can view details for each custodian on the corresponding assets page at https://app.etherfuse.com/dashboard.

What agreements protect customer ownership of assets?

With financial institutions, Etherfuse® enters brokerage agreements to manage and secure assets. For customers, the Agreement for the Provision of Services and Commercialization of Tokens outlines their ownership rights, including access to the Stablebonds and their associated claims.

As a context, with the financial institutions that are custodians of the Financial Assets, Etherfuse® enters into a brokerage agreement through which Etherfuse® grants a mandate for the performance of brokerage acts in the securities market, consisting of the execution of purchase, sale, custody, administration and deposit orders of such assets.

An Agreement for the Provision of Services and Commercialization of Tokens is entered into with the customers under which Etherfuse® provides an internet platform which it administers and allows its customers to acquire Stablebonds upon payment by the customer through USDC. The Agreement provides the customer with the right to claim: (i) the nominal value of the Financial Asset backing the Stablebond; as well as (ii) the Rewards linked to the holding of the Stablebond. The token holders are considered as owners of the Stablebonds and as such may exercise the rights of use and disposition of the Stablebonds, terms and conditions apply.

Does Etherfuse® have the ability to borrow, if so what covenants are in place to prevent creditors recourse to reserve assets?

Yes, Etherfuse® has the ability to borrow. However, to date, Etherfuse® has not entered into any agreement in this regard.

Nevertheless, if Etherfuse® becomes in general default of its obligations and is declared insolvent, its customers may:

  1. Exercise the action of separation of assets so that such assets will not be considered as part of the assets with which Etherfuse® will respond to its creditors.
  2. Appear as a Common Creditor.

Do the directors of Etherfuse® have the power to wind down the company? What structural safeguards are in place to protect stablecoin holders?

If Etherfuse® decides to dissolve, a liquidator will be appointed to manage operations, collect debts, and settle liabilities. The liquidator is responsible for making payments due to Stablebond holders, safeguarding their rights throughout the process.

As a context, pursuant to the Mexican General Corporations Law and Etherfuse®'s bylaws, the shareholders may hold an Extraordinary General Meeting to discuss and, if applicable, approve the early dissolution of the company and appoint a liquidator.

Among the functions of the liquidator are the following:

  1. To conclude the corporate operations that may have remained pending at the time of dissolution;
  2. To collect what is owed to the corporation and to pay what the corporation owes;
  3. To sell the assets of the corporation and apply the profits obtained from such sale to the purposes of the liquidation;
  4. To establish the necessary reserves to face any contingency, claim or risk of the Company;
  5. To prepare a balance sheet of the Company's assets and liabilities and to pay what the Company owes;
  6. Draw up a balance sheet indicating the share of each partner in the corporate assets, which must be published in the Public Registry of Commerce through the Integral System of Registry Management 2.0 administered by the Ministry of Economy for publicity purposes before third parties;
  7. To cancel its registration before the Federal Taxpayers Registry;
  8. To liquidate to each partner its corporate assets;
  9. Obtain from the Public Registry of Commerce the cancellation of the mercantile folio and where the balance approved by the shareholders will be deposited.

Based on the foregoing, the rights of the holders of the Stablebonds are protected by the obligation of the liquidator to conclude the operations, make the payments due by Etherfuse® and maintain reserves.

How does Etherfuse® ensure asset protection and bankruptcy remoteness?

Etherfuse® registers each asset according to Swiss law and under the jurisdiction of the Swiss court system. The Swiss Distributed Ledger Technology (DLT) Act describes bankruptcy remoteness primarily through provisions that ensure the segregation of crypto-based assets held by custodians in the event of bankruptcy. These measures aim to protect clients' assets and provide legal certainty

Key aspects include:

Segregation of Crypto-Based Assets:

The DLT Act explicitly allows for the segregation of digital assets from the bankruptcy estate of a custodian. If crypto assets are held in constant availability for clients and can be attributed either individually or proportionally in pooled accounts, they can be reclaimed by the clients during bankruptcy proceedings. This ensures that such assets remain remote from the custodian's insolvency.

Legal Entitlement to Data:

The Act also introduces provisions for segregating data stored with third-party providers, such as cloud services, if beneficiaries can demonstrate a special entitlement to access this data. This further enhances bankruptcy remoteness by protecting access to critical information.

Off-Balance Sheet Treatment:

For banks and supervised financial institutions, crypto assets held as custodial assets are treated off-balance sheet. This prevents these assets from being included in the institution's bankruptcy estate, safeguarding client holdings. These provisions collectively enhance client protection and reduce counterparty risk, making Switzerland a pioneer in regulating digital asset custody and blockchain technology.

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