Asset Tokenization Infrastructure for the regulated financial market

Carbon Credit Tokenization: Law 15.042/24 and CVM Regulation.

Law 15.042/24 defines carbon credits traded in financial markets as securities by CVM.
Private placements outside the financial market are not subject to CVM regulation.
Carbon credit tokens can be securities, requiring analysis of the type of offering.

Tokenization for investment raising for project development with guarantee alienation.
Characteristics:
• Investors can acquire tokens to finance the development of carbon credit projects;
• These tokens represent future credits generated by disbursed amounts, thus early sale ensures the necessary funding to make the project viable.

Tokenized decarbonization guarantee: replaces the term sheet with security for area owners, brings traceability and interoperability and automatic on-chain settlement.

Characteristics:
• Decarbonization guarantee tokens are issued on-chain in a securitized manner, representing carbon capture commitments made by landowners.
• They replace the traditional buyer's term sheet, enabling advance payment with security and traceability.

SCP Tokenization: unincorporated partnership that enables financing of ventures with active management, secret contribution and confidentiality.

The Partnership in Participation Account (SCP) is provided for in articles 991 to 996 of the Brazilian Civil Code.
In the United States "silent partnership / LP or Joint Venture Agreement"

Characteristics:
• It is an unincorporated partnership where the ostensible partner assumes management and participating partners contribute resources secretly.
• This model enables venture financing with legal flexibility and confidentiality of the parties.

Tokenization of preferred shares of SPEToken in SCP and token sale via CVM88

Consists of tokenization of preferred shares of SPE in Brazil and abroad consists of SPV (Special Purpose Entity)
Function: Create a legal entity separate from the parent company, used as a vehicle for a specific investment or financing operation.

Characteristics:
• Separate assets and risks from the parent company's balance sheet
• Structure complex financial operations with transparency and legal protection
• Widely used in securitization, funds, tokenization, real estate and private equity

Right of Use Token: transform asset access into on-chain tokens, with smart contracts that automate terms, conditions and payments securely.

Characteristics:
• Digitizes the right to use an asset (real estate, equipment or intellectual property) into on-chain tokens
• Smart contracts regulate terms, conditions of use and automatic payments of royalties or fees.
• Users gain flexible access, total traceability and liquidity to negotiate their right of use.

Property swap for token PROVIMENTON 038/2021-CGJExpedienten 8.20210010/001575-8 Notarial and Registry Matter Agenda 2030-ONS 16.6-Develop effective, responsible and transparent institutions at all levels. Regulates the drafting of public deeds for the exchange of real estate with counterparty of tokens/cryptocurrencies and the respective real estate registration by the Notarial and Registry Services of Rio Grande do Sul

Lease guarantee Art. 38. The deposit may be in movable or immovable property. Economic freedom. Art. 421.

A payment token is a digital asset created to function as a medium of exchange or value transfer on a blockchain network, similar to the function of a currency in a traditional system. It is designed to facilitate fast, secure, and decentralized payments, remittances, and settlements.

Purpose:
• Used to make payments for goods, services or value transfers between parties.
• It does not necessarily have backing in a physical or financial asset, but we prefer to work only with real collateral, e.g., harvest, production, machinery, and collaterals

A CPR token (Rural Product Certificate) is the digital and tokenized representation of a traditional CPR, using blockchain to facilitate negotiation, transparency and liquidity of this title, without altering its legal and economic characteristics.

Characteristics:
The Rural Product Certificate (CPR) is a title issued by rural producers or cooperatives that represents:
• Physical CPR: Commitment to deliver rural products (grains, meat, etc.).
• Financial CPR: Commitment to pay in money, indexed to production or a previously agreed value.

A CPR token digitizes the rights and obligations of a CPR on a blockchain, preserving the same commitments (delivery of products or financial payments).

A CRA (Agribusiness Receivables Certificate) wrapping token is a digital and tokenized representation of a traditional CRA, created on a blockchain to facilitate the negotiation, liquidity and traceability of these securities.

Characteristics:
• The securitization company issues the traditional CRA. This CRA is "wrapped" or tokenized, generating a digital token that represents the underlying asset.
• The token carries all rights of the original CRA, such as principal payment, interest and other obligations. It follows the rules of the CVM (Brazilian Securities Commission) and the rules applicable to CRA in Brazil.

Tokenization itself does not alter the characteristics of the underlying asset, but adds a technological layer for its negotiation.

A CCB token (Bank Credit Bill) is the digital representation of a debt security issued by companies or individuals to raise funds in the financial market. This token is registered on a blockchain and offers the same rights and obligations as the traditional CCB

CCB Token Characteristics:
• Credit right: Represents the creditor's right to receive the principal amount plus interest.
• Fractionation: Allows the security to be divided into smaller parts to increase its accessibility.
• Legality: Follows the rules of the traditional CCB, regulated by Brazilian legislation.

Base; It is a tangible or real asset. Regulation is dependent on the underlying asset. The expectation of return is generally passive (linked to the asset's value).

Advantages of RWAs:
• They increase the liquidity of assets that are traditionally illiquid;
• they allow fractionalization (purchase of asset fractions),
• they facilitate global negotiations with lower cost and greater efficiency.

Represents the right to a physical or financial real-world asset (the canceled consortium share), without additional investment characteristics.

Characteristics:
• Represents a right or residual financial value of the canceled share where there is no promise of future returns, but only the liquidation of the associated value.

An equity token represents shareholding participation or rights associated with ownership of a company, similar to shares traditionally issued in the financial market.

Characteristics:
• It offers benefits such as: Dividends (if applicable), voting rights in decisions and participation in capital gains.

To finance energy projects with financial return linked to contract performance.

Characteristics:
• Represents financial participation in the project (shares, debt or future revenue).
• Can attract investors interested in dividends or appreciation.

Managed Portfolio Tokenization: tokens that reflect the composition and performance of the portfolio, with automatic returns and compliance via smart contracts, enabling agile trading and continuous professional management.

Characteristics:
• When tokenizing managed portfolios, each token reflects the composition and performance of the portfolio.
• Smart contracts ensure automatic distribution of returns and real-time compliance.
• Investors buy and sell participations agilely, maintaining continuous professional management.

Tokenization of energy supply contracts (PPAs), enabling trading and liquidity.

Characteristics:
• Backed by real contracts, such as PPA (Power Purchase Agreement).
• May include rights over future energy or generation capacity.

Multi-ownership is the condominium regime in which each of the owners of the same property is the holder of a time fraction, to which corresponds the faculty of use and enjoyment, with exclusivity, of the totality of the property, to be exercised by the owners in an alternate manner. (Art. 1.358-C, CC/22)

CVM Understanding: Administrative Process CVMN-19957.009524/2017-41-Reg. Col. 0832/17

Registration in the traditional molds of CRI/Debentures issuance with CVM registration; CRI as fixed income securities of private credit that represent the promise of a future payment related to real estate. These are securities backed by real estate credits, representative of portions of a credit right

Legal basis Lein 10.931/2004 Provides for the affected patrimony of real estate incorporations, Real Estate Credit Letter, Real Estate Credit Certificate, Bank Credit Certificate CVM Instruction 414/04 Allows CRIs to be offered to non-qualified investors (retail) if they are backed by credits originated from properties with habite-se or from the acquisition (or promise) of real estate units whose incorporation has affected patrimony constituted according to applicable legislation.

They are securities, when publicly offered, any titles or collective investment contracts that generate participation, partnership or remuneration rights, including resulting from the provision of services, whose returns come from the effort of the entrepreneur or third parties (Lel 6385/76)

CVM Understanding Guidance Opinion CVM40

CVM Resolution 88. Provides for the public offering of distribution of securities issued by small business companies carried out with registration exemption through an electronic participatory investment platform

CVM Understanding: Circular Letter No. 4/2023/CVM/SSE Characterization of "receivables tokens" or "fixed income tokens as securities"