trilitech - Legal Counsel - Investment Funds, Tokenised RWA's

• Offering memoranda and prospectuses: the core terms and disclosure for the issuance, including the issuer structure, reserve arrangements and risk factors • Token terms and conditions: the rights attached to the token, including how redemption works • Subscription agreements: our contractual entry point, including the representations, warranties and waivers we are asked to give • Protocol and whitelisted-user agreements: the terms governing who can hold, transfer and redeem the token • Tripartite or assurance letters with custodians and auditors: the third-party comfort over how the reserve assets are held and verified • For each opportunity you will deliver a short, prioritised report focused on our exit and our recourse. It is not a full due diligence report: it should tell us what matters, why it matters in practice, and what we might ask for to fix it. It will cover: • Redemption rights: whether and how we can redeem, on what terms, and how much discretion the issuer keeps to refuse, delay or suspend redemptions • Extraordinary-event and termination clauses: what events allow the issuer to change terms, suspend or wind down the token, and what happens to holders if they do • Reserve assets: whether the reserves are segregated from the issuer's own assets and bankruptcy-remote, so they are protected for token holders if the issuer fails • Limitation of liability and reliance waivers: how far the issuer and other parties limit their liability, and what we are asked to waive • Transfer restrictions: limits on transferring or selling the token, and how they affect our ability to exit other than through redemption • Governing law and dispute resolution: the applicable law and forum, often offshore arbitration (BVI, Cayman), and what that means for enforcing our rights in practice • ISSUER NEGOTIATIONS • From time to time you will hold counsel-to-counsel calls with issuers' lawyers to: • Negotiate side letters, for example a binding redemption commitment, most favoured nation (MFN) rights or information rights • Get clarification on ambiguous provisions before we commit