Form of Securitization (registration agreement)


The Issuer offers ownership in fractions of the government-issued bonds under Mexican law as set out on KTBeXe7VMPMLxBsqDQu4KA9PdSajF3Hkw1y9qRsKqfL (each fraction an “Instrument”; and collectively the “Instruments”, the terms and conditions of the Instruments the “Terms and Conditions”).
The Instruments do not constitute negotiable credit instruments, as they do not meet the formal requirements set forth in the General Law of Credit Instruments and Credit Operations.
The Instruments do not qualify as securities under the provisions of the Securities Market Law ("SML"), as they may share certain characteristics with securities but fail to satisfy all formal requirements prescribed by the SML. In particular, they do not constitute negotiable credit instruments and are not capable of being traded in the markets regulated under the SML.
The Tokens do not qualify as Electronic Securities according to article 282 SML, as they do not comply with the formal requirements established in Circular 36/2020 issued by the Banco de México. Among other factors, the Instruments are not eligible for deposit in a securities depository institution.
The regulatory nature of ledger-based securities according to article 973d Swiss Code of Obligations (“CO”) is determined by the nature of the underlying instruments being securitized. Notwithstanding their designation in the CO, ledger-based securities do not necessarily qualify as “securities” under financial market regulation.
This registration agreement (Registrierungsvereinbarung) is an annex to, and forms by reference an integral part of the Terms and Conditions. It contains (i) the tokenization terms according to article 973d CO for the Instruments and (ii) general information on the tokenization process, the securities ledger and the underlying system.
Establishment (Errichtung) und effects (Wirkung)
The Issuer hereby securitizes the Instruments in the form of cryptographic tokens as ledger-based securities (Registerwertrechte) that are created by the Issuer by means of a registration in the smart contract based securities ledger KTBeXe7VMPMLxBsqDQu4KA9PdSajF3Hkw1y9qRsKqfL (“Securities Ledger”) according to article 973d (2) CO running on the public Solana network serving as underlying system for the ledger-based securities. The ledger-based securities are based on the token standard Token 2022 Program.The entitlement to the securitized Instruments exclusively results from the Securities Ledger. 




Asset:                                                KTB


Terms and Conditions:                        app.etherfuse.com/legal/compliance-and-audits#current-customer-agreement


System:                                         https://solana.com/


Securities Ledger:                                 https://github.com/solana-labs/solana


Issuer:                                                Etherfuse Liquid MX, S.A.P.I. de C.V.


Administrator of the Securities Ledger:         Etherfuse MX, S.A. de C.V.




Ledger-Based Securities are exclusively exercisable via the Securities Ledger and are subject to the terms and conditions of the underlying distributed-ledger protocol (System) and this section for ledger-based securities that form the registration agreement (Registrierungsvereinbarung) according to article 973d CO. 


Functionalities of smart contract(s) representing the Securities Ledger: 


Minting:
	ability to create new or additional ledger-based securities
	Burning:
	ability to destroy ledger-based securities by transfer to an unspendable address or by erasing a balance and reducing the supply.
	Whitelisting:
	restriction of transfers of ledger-based securities only to addresses of which the beneficial owner has been identified by the administrator.
	Recovery:
	n/a
	Freezing 
(blacklisting/locking): 


	n/a.
	Transfer (Übertragung)
The ledger-based securities are transferable by (i) any action that technically transfers the direct or indirect power of disposal over the ledger-based securities from one natural or legal person to another, and (ii) complying with the terms and conditions of this registration agreement and the Terms and Conditions. 


Establishment of securities (Sicherheiten)
The registration of a security according to 973g (1) (1) CO is technically not supported by the Securities Ledger. Securities over ledger-based securities can only be created by the transfer of the respective ledger-based securities.


Cancellation (Kraftloserklärung)
If a beneficiary of ledger-based securities loses access (power of disposal) to the ledger-based securities, such beneficiary may demand according to article 973h CO the competent court (Zug, Einzelrichter im summarischen Verfahren) to cancel the respective ledger-based securities, provided that the beneficiary furnishes credible evidence of its original power of disposal and of the loss thereof. The cancellation procedure according to article 982 – 986 CO applies mutatis mutandis, except that only one public notice for presentation of the security in the Swiss Official Gazette of Commerce is required, and the time limit (waiting period) is at least one month after the public notice.
Following cancellation of the respective ledger based-securities by the court, the beneficiary shall provide to the Issuer (i) the court decree with a confirmation of legal validity (Rechtskraftsbescheinigung) and (ii) the address to which the replacing ledger-based securities shall be transferred. The Issuer may refuse to transfer the replacing ledger-based securities to an address and request the beneficiary to provide another address, if (i) the Issuer cannot verify the beneficial ownership of the beneficiary of such address, or (ii) such address does not (a) meet the requirements set out in the registration agreement and this Offering Memorandum, or (b) allow the Issuer to fulfill its identification, verification or other obligations under applicable law.
After successfully reviewing the submitted documents, the administrator of the Securities Ledger will issue new ledger-based securities to the beneficiary’s address that represent the rights of the cancelled ledger-based securities.
None of the purchasers of Instruments, or any other person shall at any time have the right to affect or demand the conversion of the Instruments (as ledger-based securities) into, or the delivery of, a permanent global certificate (Globalurkunde) or individually certificated securities (Wertpapiere).
Information on the System
Solana is a high-performance distributed ledger network designed to support decentralized applications and crypto-assets at scale. It leverages Proof of History (PoH), a cryptographic clock that enables nodes to agree on the time and order of transactions without direct communication, improving efficiency. Solana employs a Proof of Stake (PoS) consensus mechanism, where validators are selected based on their staked tokens, reducing computational requirements compared to Proof of Work. Its architecture supports parallel transaction processing, significantly enhancing throughput and scalability, allowing the network to handle thousands of transactions per second. These innovations make Solana a fast, scalable, and cost-efficient distributed ledger network for decentralized applications.
Information on the Securities Ledger Smart Contract
The ledger-based securities are created and managed by means of an open-source computer code framework published by the Apache License 2.0. The Securities Ledger smart contract defines the manner in which the ledger-based securities are created, transferred and cancelled. The smart contract also serves to record the ownership of the ledger-based securities.
The code of the Securities Ledger smart contract is based on Rust and has been released under OSS-license. Under the terms of that license, the code is provided on an “as is” basis, without warranty of any kind including warranties that the code is free of defects, merchantable, fit for a particular purpose or non-infringing.
Miscellaneous
The Issuer may (i) amend or substitute the Securities Ledger, (ii) substitute, migrate or transfer the Securities Ledger and the ledger-based securities to another System, standard or technology, (iii) or issue ledger-based securities on multiple underlying systems, to (i) incorporate and benefit from the latest technical developments, (ii) comply with applicable law, for example if the integrity of the securities ledger or the underlying system is not anymore adequately secured as required by law, or (iii) reflect changes in the corporate structure of the Issuer, provided that such amendments, substitutions migrations or transfers do not affect the validity of the ledger-based securities. 
The administrator of the Securities Ledger may pause all transactions related to the ledger-based securities in case of any technological change to ensure the functionality of the Securities Ledger (e.g. in case of a hard fork); such pause is limited to the time reasonably required to fulfill its purpose. 
To the fullest extent permitted by applicable law: in no event will the Issuer, any affiliate of the Issuer or any of their respective past, present, and future employees, officers, directors, contractors, consultants, suppliers, vendors, service providers, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns, be liable for damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, assets or investment) arising out of or in any way related to the ledger-based securities, the Securities Ledger, the System or this registration agreement, regardless of the form of action, whether based in contract, tort or any other legal theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).


Governing Law and Jurisdiction
All matters addressed in this registration agreement are governed by Swiss law, excluding any application of private international law rules. The law applicable to the Instruments, as set out in the Terms and Conditions, is not affected by these tokenization terms. 
Without affecting the right of any Instrument holder to bring a dispute related to an Instrument to the courts having jurisdiction under the laws applicable to the Instruments, as set out in the Terms and Conditions the courts of the city of Zurich, shall have jurisdiction (a) over disputes concerning the acquisition, encumbrance or disposal of Instruments (including the validity of transactions carried out on the System), the issuance of the Instruments in the form of, and the form of, ledger-based securities, and the termination of the regime applicable to ledger-based securities to some or all of the Instruments, and (b) for the cancellation of ledger-based securities according to article 973h CO and the cancellation section above in this registration agreement.