Legal architecture of RUBT

Preamble and general disclaimer

This section describes the legal architecture of the RUBT token and the allocation of roles among participants.

RUBT is a Digital Right evidencing a Monetary Claim against the Issuer of 1 RUB per 1 RUBT. Settlement is possible in RUB on selected Execution Platforms by submitting a request to the Settlement Agent appointed by the Issuer to act in the Issuer’s name and at the Issuer’s expense.

This document:

• is not a securities offering prospectus, an investment memorandum, advertising of financial services, or an offer to acquire RUBT or any other assets;

• does not contain and must not be construed as containing promises of yield, value growth, profit participation, or any economic benefit exceeding the nominal Claim of 1 RUB per 1 RUBT;

• is not aimed at qualifying RUBT in any jurisdiction as a security, e-money, a deposit, or an investment product (including low- or high-risk categories).

All participants acquiring, holding, or using RUBT agree that:

• RUBT is treated solely as a Digital Right evidencing a Monetary Claim against the Issuer, settleable as set out in this section;

• RUBT is not a means of payment; and

• any other interpretations that lead to qualifying RUBT as a security, e-money, a means of payment, a deposit, or an investment product in foreign jurisdictions contradict the purpose and design of this architecture.

An Execution Platform is partner infrastructure legally entitled to work with Digital Rights with settlements in fiat rubles, including submission and execution of requests for settlement of the Monetary Claim against the Issuer, while keeping the currency/method of settlement unchanged: in RUB, on selected Execution Platforms, via a request to the Settlement Agent appointed by the Issuer.

3.1. Key legal invariants

• Right and amount: from the moment of issuance, each RUBT always evidences a Monetary Claim against the Issuer in the amount of 1 RUB; the amount is fixed (1 RUBT = 1 RUB).

• No yield / participation: RUBT does not include interest, coupon, discount, or any other yield; it does not include profit participation or distribution of Issuer assets.

• No corporate rights: RUBT does not grant and cannot be interpreted as granting equity participation, voting/governance rights, dividends, or a share in liquidation proceeds of the Issuer (or affiliates).

• Addressee of the Claim: the sole addressee of the Monetary Claim is the Issuer.

• Localized settlement: the Claim is settleable only (i) in RUB, (ii) on an Execution Platform, and (iii) via a request to the Settlement Agent; settlement in another currency/outside an Execution Platform is not provided and is not permitted.

• Not a …: RUBT is not and must not be qualified as a security/derivative, e-money/electronic means of payment, a deposit, a banking product, an investment product, or a collective investment scheme.

• Limits on expectations: RUBT does not imply or promise value growth or benefits beyond the nominal 1 RUB per 1 RUBT; secondary market price fluctuations (if any) are not initiated, supported, or guaranteed by the Issuer, the Settlement Agent, or any Execution Platform.

3.2. Participants and roles

Issuer — Tetris DAO LLC (Marshall Islands)

• Administers the RUBT protocol and issuance smart contracts.

• Issues RUBT only to the Settlement Agent’s managed wallet.

• From issuance recognizes a Monetary Claim to itself for each RUBT (1 RUB) with settlement in RUB on selected Execution Platforms via a request from the User-Holder to the Settlement Agent.

• Does not accept deposits or hold user funds; does not maintain client money accounts; does not conduct RUB settlements with users; is not a bank/payment organization/e-money issuer/investment product provider under foreign law.

Settlement Agent — a legal entity in ADGM (UAE)

• Acts under an agency agreement in the Issuer’s name and at the Issuer’s expense.

• Settles holders’ Monetary Claims via buyback 1 RUBT = 1 RUB in RUB on an Execution Platform.

• Forms and maintains RUB Reserves L1–L3.

• Is not the issuer of RUBT and is not an independent debtor under RUBT in ADGM; does not accept deposits; does not open user accounts in ADGM; does not issue its own tokens/e-money.

Execution Platform (partner infrastructure)

• Infrastructure for operations with Digital Rights with the ability to settle, including in fiat rubles.

• Performs KYC/AML and other checks under applicable law and platform rules.

Users

• Persons admitted to operations on an Execution Platform under its rules and applicable law.

Holders

• Persons holding the ERC-20 RUBT token in Ethereum on their crypto wallet.

3.3. Issuance, circulation, and settlement procedure (buyback)

Total RUBT issuance is not fixed in advance and follows actual demand for issuance and redemption: the Issuer mints RUBT under protocol procedures, and RUBT “in circulation” decreases upon redemption (buyback 1 RUBT = 1 RUB) and subsequent technical burn.

RUBT has no calendar maturity: each issued RUBT evidences a Monetary Claim of 1 RUB against the Issuer and can be presented for settlement at any time under the procedure.

Issuance

• Issuance occurs on Ethereum.

• The Issuer mints RUBT in the issuance smart contract; minting is possible only to the Settlement Agent’s managed wallet.

• The Issuer does not accept users’ money for issuance; it interacts with Holders only through the Settlement Agent.

Circulation on Ethereum

• RUBT circulates on Ethereum as an ERC-20 token.

Circulation on an Execution Platform

• The Settlement Agent or a User holding RUBT may place/use RUBT on an Execution Platform under platform rules.

• Trades in RUBT on an Execution Platform follow its rules and applicable law; the Monetary Claim against the Issuer follows the RUBT token.

Settlement of the Monetary Claim (buyback 1 RUBT = 1 RUB)

• The User submits a request to sell RUBT to the Settlement Agent on an Execution Platform.

• The Settlement Agent, acting under its agreement with the Issuer and at the Issuer’s expense, buys back RUBT at 1 RUB per 1 RUBT.

• Mutual settlement between the User and the Settlement Agent occurs on the Execution Platform in fiat rubles and RUBT; from that moment the Issuer’s obligation to the RUBT holder is deemed settled.

After settlement / burn

• RUBT received by the Settlement Agent after settlement is used under contractual settlements between the Issuer and the Settlement Agent; the Settlement Agent may accumulate such RUBT, use it for further circulation on an Execution Platform, or perform a burn.

Burn

• Burn is a technical on-chain operation in Ethereum that does not create new obligations and does not affect Claims that have already been settled; these actions are accounting-technical in nature.

3.4. Technical accounting and access

• RUBT circulates on Ethereum as an ERC-20 token.

• The technical accounting method on an Execution Platform (including custodial wallets or other mechanisms) is determined by that platform’s rules and applicable law.

• Where an Execution Platform uses operational controls (confirmations/authorizations), they are functional for accounting and compliance and do not change RUBT’s legal nature as a Monetary Claim of 1 RUB per 1 RUBT.

3.5. Collateral and Reserves (L1–L3)

• The Settlement Agent forms and maintains Reserves for settlement of holders’ Claims; Reserves exist only in rubles in the country of incorporation of the Execution Platform and secure the buyback mechanism 1 RUBT = 1 RUB.

• Holders do not acquire property rights to Reserves and do not become fund/trust/CIS participants; they have only a Monetary Claim against the Issuer of 1 RUB per 1 RUBT.

Reserve structure

• L1: RUB operational layer for immediate execution (T+0).

• L2: bank and brokerage accounts of the Settlement Agent to replenish L1.

• L3: highly liquid Russian government securities (OFZ) for liquidity and replenishment of L2/L1.

RUBT on the Settlement Agent’s managed wallet is not counted as obligations requiring Reserves.

The Settlement Agent maintains reserve reporting and provides Proof-of-Reserves on volume and structure (within bank secrecy and corporate law constraints); holders have no individual claims to specific reserve assets.

3.6. Governing law, jurisdiction, and regulatory changes

• Disputes related to RUBT, the Monetary Claim, buyback procedure and conditions, and the limitations of this architecture are heard in courts at the claimant’s choice, while not subject to consideration in courts of unfriendly states/jurisdictions relative to the claimant’s incorporation.

• Marshall Islands law applies to the Issuer’s corporate relations, internal management of smart contracts and corporate procedures, and to the issuance and circulation of RUBT.

• ADGM law applies to the agency agreement between the Issuer and the Settlement Agent (unless otherwise agreed); it governs the agency nature of the Agent’s activity and does not transform RUBT into e-money/deposit/investment product under ADGM law.

• If regulatory changes affect the Issuer’s and/or the Settlement Agent’s activity related to RUBT, the Issuer and/or the Settlement Agent may suspend relevant actions (except those legally necessary to meet obligations) and/or reorganize operations, provided settlement remains in RUB, on an Execution Platform, via a request to the Settlement Agent.