# Introduction With the Obligate platform, companies can issue on-chain bonds and commercial paper to obtain funding from a diverse range of investors. This comes at a fraction of the cost and time of traditional offerings but with the same regulatory certainty, as the instruments are globally enforceable, regulated debt securities. At the same time, investors get access to a wide range of regulated digital debt assets which can be secured with on-chain collateral. Utilizing smart contracts and tokenization in place of intermediaries such as paying and issuer agents, Obligate is able to reduce the costs associated with a bond issuance by 80% and reduce the time needed for an issuance from weeks to hours. Return to [obligate.com](https://obligate.com) # ENote Protocol ## Overview The Obligate platform enables BulletBond issuances using smart contracts, deployed on Polygon PoS. The operator (Obligate) determines the off-chain terms and allocations, with issuers confirming their correctness through on-chain signatures which deploys the bond and opens the funding window. Investors fund their allocated orders into escrow, and once completed, funds and bonds are exchanged between issuer and investor. Obligate pre-identifies and whitelists primary market participants. Bond holders can transfer their ERC20 bond tokens freely, unless restricted by the issuer. At maturity, issuers repay principal and coupon, allowing bond holders to burn their tokens for repayment. ## Book building The book building process occurs on the Obligate platform, where terms and allocations for BulletBond issuances are established off-chain. Obligate facilitates the negotiation and agreement between issuers and investors, ensuring that both parties are legally bound to their respective commitments. During this phase, issuers define the bond's structure, including interest rates, coupon frequency, maturity, and any transfer restrictions. Investors, in turn, submit their order preferences. Both issuers and investors provide legal signatures, binding them to issue or fund the bond orders as agreed. Currently, bonds are denominated and settled in USDC or EUROe, with more currencies to be added later. ## Issuance Following the book building phase, Obligate initiates the issuance process by deploying a smart contract reflecting the finalized bond terms and allocations. Issuers then review the smart contract to ensure its accuracy based on the prior agreements made during book building. Once the issuer confirms the contract's correctness, they provide an on-chain signature as a form of acceptance. This action triggers the deployment of the BulletBond smart contract and opens the issuance program for investor payments. Investors can now proceed to fulfill their orders by making payments into the smart contract's escrow account. On issuance date the bonds are issued to investors and the funding goes to the issuer's payment address. ## Bond holding period From the point of issuance to maturity, investors hold their bonds in their wallets. They're able to freely transfer them (or sell them) to other wallets unless there are transfer limitations set by the issuer. ## Coupon payment Before the coupon payment deadline the issuer transfers the amount due into the escrow smart contract. At the scheduled coupon payment date every holder of the eNote will receive a transferable payment redemption token. Using it investor claims the payment from the escrow. ## Maturity On maturity the issuer repays the entire obligation (principal and the last coupon) into escrow. Investors will get the payment redemption tokens at maturity of the eNote and will be able to settle the bond by burning their tokens and receiving the final payments in exchange. ## Collateralized Bond On Obligate, issuers are able to optionally secure their bonds with collateral. This adds a security agreement to the bond which in case of default leads to the liquidation of the provided collateral. Collateral could be digital assets but also deliverables. Obligate works with Apex Group as a security agent to provide those services to customers. ## Audits Smart contract audit by [sec3](https://www.sec3.dev/): {% file src="/files/uuTMrCS5V9JyWuRpibzu" %} # Risks ### Smart contract risk As a user of Obligate, it is important to understand the potential risk associated with smart contracts. Smart contracts are self-executing contracts with the terms of the agreement written directly into the code. They provide tamper-proof and enforceable agreements, but also have inherent risks in their complex nature, especially with the value they hold. The Obligate team takes this risk very seriously and has taken the necessary steps to ensure the safety and security of our smart contracts. The most recent version of the smart contracts was designed in accordance with CMTA Token standard and has been through a rigorous audit process by a reputable security firm Sec3. If you have any questions or concerns regarding the smart contracts used on Obligate, please reach out to us at , we're happy to help. ### Default risk Obligate is not a lender but facilitates lending through its platform. The risk of default on a lending platform is the potential for a borrower to not be able to repay the eNotes by the maturity date. Investors should thoroughly review the borrowing company and issuance before subscribing to estimate and limit default risk exposure. Obligate also offers credit risk information provided by Credora. Credit information helps issuers increase trust with investors. For more information visit [Credora](/obligate-for-borrowers/credora). ### Risks of digital asset management As an investor on Obligate, it is important to understand the risk of loss associated with self-custody digital asset management. As the owner of the digital assets, it is your responsibility to take the necessary precautions to safeguard your private keys and protect against unauthorized access. To mitigate this risk, we recommend the following best practices: * Regularly back up your key material * Use secure storage solutions * Implement multi-factor authentication for access * Stay informed about the latest security protocols and best practices By following these guidelines and staying vigilant, you can ensure the security of your digital assets. Remember, it is crucial to maintain the safety of your private keys and digital assets at all times. If you have any questions regarding how to employ a secure custody solution please send an email at . We're happy to help you find the right solution for you with one of our partners. Return to [obligate.com](https://obligate.com) # Obligate compatibility Guide Welcome to the Obligate Compatibility Guide. Here, you will find comprehensive information about the wallets and platforms we officially support, ensuring a seamless user experience. ### Supported Wallets Obligate optimally interfaces with the following wallets on desktop computers using Chrome-based browsers: * Metamask * Coinbase Wallet * Fireblocks These wallets are officially endorsed and have undergone rigorous testing for compatibility with our services. If you prefer to use a different wallet, please contact our support team at . ### Supported Browsers We officially support using the Obligate platform on desktop systems using browsers based on the Chromium engine, such as Google Chrome, Microsoft Edge, Brave, and others. Other systems/browsers may work but aren't officially supported. If you prefer to use mobile or other systems please contact our support team at . ### Supported Currencies #### USDC USDC is a widely recognized token, traded across all major exchanges, OTC desks, and on/off-ramp providers. To add USDC to your wallet, please use the following contract details: * Address: '0x2791Bca1f2de4661ED88A30C99A7a9449Aa84174' * Symbol: 'USDC' * Name: 'USD Coin' * Decimals: 6 #### EUROe EUROe is a stablecoin backed by the Euro and fully compliant with EU regulations. To add EUROe to your wallet, use the following details: * Address: '0x820802Fa8a99901F52e39acD21177b0BE6EE2974' * Symbol: 'EUROe' * Name: 'EUROe Stablecoin' * Decimals: 6 ### Safety and Security Guidelines While Obligate is committed to ensuring the security of your funds, it's important to note that we cannot be held responsible for any losses or damages resulting from the use of these wallets. To enhance your security, we highly recommend the following: * Safeguard your private keys and never disclose them to anyone. * Regularly update your device and software. * Use robust passwords. * Enable multi-factor authentication (MFA). Return to [obligate.com](https://obligate.com) # Glossary Here you will find a comprehensive list of terms and definitions related to obligate.com. ### Book building deadline A book building deadline is a time by which investors must submit their subscriptions for eNotes in a company that is issuing eNote securities through a book building process. The book building deadline is the final deadline by which all subscriptions must be submitted. ### Bullet bond A bullet bond (as opposed to amortizing the bond) is a type of bond that has a single payment of the principal due at maturity. This payment includes both the principal amount borrowed and the last coupon. ### Coupon A coupon in a bond is the periodic interest payment that the bond issuer pays to the bondholder. Coupons are typically expressed as a percentage of the bond's face value, and they may be paid out at fixed intervals. The Obligate platform supports fixed coupons variety of frequencies: from monthly to annually, as well as a single payment at maturity. ### Credora [Credora](https://credora.io/) is an end-to-end lending solution facilitating credit by validating real-time risk metrics in a zero-knowledge environment. See [Credora](/obligate-for-borrowers/credora) ### Day count convention The day count convention is a standardized method for calculating the number of days between two dates. It is used to determine the amount of interest that accrues on the bullet bond over a given period of time. The Obligate platform supports two conventions: Under the actual/360 day count convention, the number of days between two dates is calculated by dividing the actual number of days by 360. For example, if the interest period is 45 days long, the interest accrual would be calculated as follows: 45 days / 360 days = 0.125. This interest accrual is then used to calculate the interest that will be paid or received on the financial instrument. ISDA recommends this convention for short-term money market instruments with coupons paid at maturity. The actual/actual day count convention takes into account the real number of calendar days in each period. As a result, daily interest can vary from one coupon period to another because of the unequal number of days in these periods. Actual/actual is recommended for longer-term instruments with periodic coupons. ### eNote An eNote is an unconditional promise to pay a specific sum to another party at a specific future date and can be modularly structured to fit any financing purpose. The eNotes are debt securities structured as on-chain tokens with custom metadata & settlement functionality. For Polygon the tokens are ERC20-tokens and can be transferred like USDC. Custom metadata describing the security will allow for the settlement of a note by the issuer of the security and claiming the settlement by holders of the security. It also includes links to permastorage for legal documentation which is being signed by participating parties. See [eNote legal framework](/legal/enote-legal-framework) for more information on the legal framework of an eNote. ### eNote denomination eNote denomination describes the value of the principal per eNote unit and is equal to the par value or face value. ### Interest rate Interest rate refers to the earnings generated and realized on an investment over a year (360 days). It's expressed as a percentage based on the invested amount, or face value of the eNote. ### ISIN An International Securities Identification Number (ISIN) is a 12-digit alphanumeric code that uniquely identifies a specific security. ### Issuance date In the case of a bullet bond, the issuance date is the date on which the bond is first issued and transferred to investors, who committed to the purchase of the eNotes before the book building deadline. It is the start date for the bond's term, which is the period of time over which the bond will mature and be repaid. The issuance date is important because it determines the start of the bond's term and is also used to calculate the bond's yield. The issuance date is used as the starting point for this calculation. ### Maturity date The maturity of a bond is the date on which the bond issuer is required to pay back the principal amount borrowed and any accumulated interest to the eNote holder. The maturity date is also known as the "redemption date" or the "final payment date." In the case of a bullet bond, the maturity is the date on which the bond issuer is required to pay back the principal amount borrowed and any accumulated interest in a single, lump-sum payment. ### Principal In the case of a bullet bond, the principal is the amount of money that is borrowed and that must be repaid to the bondholder along with any accumulated interest at the end of the bond's term. The principal is an important factor in determining the yield of a bond, which is the rate of return that an investor can expect to receive on their investment. ### Publishing date The publishing date is the date on which the issuance program is published on the marketplace of obligate.com. Investors can then subscribe to the issuance program until the book building deadline. ### Transferability Option whether eNote can be transferred post-issuance to another investor. Return to [obligate.com](https://obligate.com) # Getting started New investors on Obligate need to create an account and go through an onboarding process. The account needs to be verified by a member of the Obligate team. Should any information be missing, a member will reach out to the borrower directly to to discuss next steps. Investors who have already gone through the onboarding process can log in into their account. Here is a step by step guide for the onboarding process: 1. Enter your email address and create your account password 2. Confirm your email 3. Select if you want to invest or borrow on obligate.com and if you are representing a company or an individual 4. Complete the KYC process & KYB (for companies only) with our provider Sumsub. Visit KYB and KYC for more information. 5. Invite any additional members to your company account and let us know if all invited members are listed in your company registration excerpt or in the articles association. This lets us know if we need to reach out to an authorized representative of your company to confirm your member's signing authorization. That's it on your end, your account is now setup, but still needs to be verified by us and Sumsub. You will receive an email once your account has passed all verifications. Return to [obligate.com](https://obligate.com) # KYB / KYC This page describes the information and documents needed for our KYB & KYC The KYB and KYC is provided by Sumsub. ### KYB All company accounts must go through our KYB flow. The first user setting up the company account will be asked to provide the following information and documents: * Company name * Registration number * Legal address * Certificate of incorporation * Shareholders registry * UBOs (owning more than 25%) * UBOs will receive a link via e-mail to identify themselves on Sumsub to go through a video identification ### KYC for first user setting up company account All first users setting up the company account must go through our live video identification provided by Sumsub. ### KYC for additional user All additional users invited to the company account will need to verify themselves on Sumsub by uploading a copy of their ID or passport. ### KYC for qualified individual investors All individual investor accounts must go through our KYC flow. The user will be asked to provide the following information and documents: * Name * Address * Proof of address * Live video identification Return to [obligate.com](https://obligate.com) # Investing At Obligate, investing is an easy and simple way to earn money. You can subscribe to bond issuance programs and earn interest on the principal amount at maturity. The issuance terms and interest rate are set by borrowers. To start investing, you need to have the asset used as the eNote's denomination (i.e. USDC) in their Polygon wallet and also have some MATIC to cover gas fees. Furthermore, you need to register the wallets you would like to use in your account. This allows Obligate to whitelist the wallets within our platform. ### How to invest 1\. Log into your Obligate account and view the marketplace to see an overview of all available issuance programs. Click on an issuance program to see more details. 2\. The details page of the issuance program gives you an overview of the issuance terms (i.e. interest rate, coupon frequency, tenor, book building deadline, and maturity date) and a preview of the eNotes. If available any additional information on the company, the deal, and additional documents attached to the issuance can be found here. 3\. Once you have selected an issuance program to invest in, click on the subscribe button at the bottom of the issuance program details page. This page allows you to enter your investment amount and sign your subscription with your wallet. **You do not pay your investment at this stage.** Only after the book building deadline, if the issuance program meets its financing goal, will you be notified to pay your investment before the issuance date. 4\. If the issuance program meets its financing goal before the book building deadline, the borrower will execute the issuance program on chain and open funding for all investors. If the financing goal is not met, the issuer can decide to either execute the issuance partially and the investors having subscribed are obligated to pay their investment amounts, or to cancel the issuance. You will be notified via e-mail and can then pay your investment amount any time before the issuance date on obligate.com with your wallet. You will receive a transaction confirmation via e-mail. The funds are kept in an escrow account before issuance date and will only be transferred to the borrower on the issuance date. 5\. On the issuance date you will receive the eNotes for your investment as ERC20 tokens in your wallet. You will receive a transaction confirmation via e-mail. You can view your eNotes in your portfolio. You can access the concluded issuance program any time in your order history. 6\. On each scheduled payment date eNotes holders will receive payment redemption tokens that allow them to claim the repaid amount from the escrow. ### How to claim repayment 1\. Once the borrower has repaid a coupon or principal, you will be notified via email. 2\. You can claim your redemption amount in your portfolio, by opening the eNotes with the status repaid. Below the eNote you can click on claim and the redemption amount will be transferred to your wallet. **You can only claim your redemption amount with the same wallet that holds the payment redemption token.** These eNote NFTs will be burned in your wallet upon redemption. 3\. You can access all settled eNotes on your settled eNotes page. You will receive a transaction confirmation via e-mail. ### How to transfer eNotes Currently Obligate does not offer a secondary market for eNotes. If you would like to transfer your eNote to someone else or another wallet, you can do this outside of our platform. The wallet the holds eNote at the scheduled payment date receives the redemption token. Remember that only the wallet holding the payment redemption token can claim the repayment on maturity. Return to [obligate.com](https://obligate.com) # Enforcement This page describes how to enforce an eNote. All transaction parties will enter into and be bound by arbitration agreements, which forms part of the eNote Registration Agreement (to which the issuer, first taker and all subsequent holders are bound). The terms subject all eNote-related disputes to arbitration in Switzerland. Arbitration avails the parties to business expertise, confidentiality, speed and very quick finality in dispute resolution. In case the issuer does not pay a coupon or the principal of its eNote on time (= an event of default), these are the concrete steps: #### 1. Decide whether to coordinate with other investors It is possible for every eNote investor to enforce the claims against the issuer individually, however, in practice the larger creditors often coordinate, which facilitates potential negotiations with the issuer. Interested parties may contact to join other creditors in coordination for enforcement of claims against the issuer. #### 2. Send Notice of Arbitration To initiate the arbitration procedure, the claiming party (“Claimant”) shall (electronically) submit a Notice of Arbitration to the Swiss Arbitration Court Secretariat of the Swiss Arbitration Centre (). The Notice shall include, besides other aspects, details about the unpaid eNotes. #### 3. Arbitration Procedure As a following step, the issuer (“Respondent”) will have to submit an answer. The terms foresee an expedited, document-based procedure and a sole arbitrator. The Claimant and the Respondent can together select the arbitrator, if they disagree, the arbitration court proceeds with an appointment. The language of the arbitration procedure will be English. Both parties submit statements to the arbitration court. Based on those, the court formally decides and issues an arbitral award. #### 4. Enforcement of Arbitral Award The arbitral award is enforceable under the New York Convention on the Recognition and Enforceability of Arbitral Awards (“NYC”). This arbitral award can be presented to any relevant local public enforcement authority or court and will be granted enforcement without a further review of its merits. The NYC has been signed by more than 168 countries and has an outstanding reputation for adherence to it by its member states and their courts. # Fees We charge fees based on the volume of securities (i.e total issuance amount) that are issued through our platform. Our fees are structured on a sliding scale (see the table below), with the rate decreasing as the volume of securities increases. The fee rate is annualized. For the first year, a minimal fee of 50 USDC/EUROe is applicable.
Issuance size1st Year fee (p.a.)2nd Year fee (p.a.)3rd Year fee (p.a.)4th Year fee (p.a.)5th Year fee (p.a.)
0 - 25 million50.0 b.p.45.0 b.p.40.5 b.p.36.5 b.p.32.8 b.p.
25 - 50 million40.0 b.p.36.0 b.p.32.4 b.p.29.2 b.p.26.2 b.p.
50 - 75 million30.0 b.p.27.0 b.p.24.3 b.p.21.9 b.p.19.7 b.p.
75 - 100 million20.0 b.p.18.0 b.p.16.2 b.p.14.6 b.p.13.1 b.p.
100+ million10.0 b.p. 9.0 b.p.8.1 b.p.7.3 b.p.6.6 b.p.
Min fee50 USDC/EUROe
### Fee claiming process Fees start accruing upon successful delivery of eNotes to the investor's wallet. Accrued fees are invoiced quarterly, covering all issuances you participated in during that period. Fees are invoiced in the currency of the issuance.\ Please note that fee payments must be made via traditional bank transfer — web3 / on-chain transfers are not accepted. There are no fees incurred for unsuccessful book-building programs. # Getting started New borrowers on obligate.com need to create an account and go through an onboarding process. The account needs to be verified by a member of the obligate.com team. Should any information be missing, a member will reach out to the borrower directly to to discuss next steps. Borrowers who have already gone through the onboarding process can log in into their account. Here is a step by step guide for the onboarding process: 1. Enter your email address and create your account password 2. Confirm your email 3. Select if you want to invest or borrow on obligate.com 4. Complete the KYC & KYB process with our provider Sumsub 5. Invite any additional members to your company account and let us know if all invited members are listed in your company registration excerpt or in the articles association. This lets us know if we need to reach out to an authorized representative of your company to confirm your member's signing authorization. That's it on your end, your account is now setup, but still needs to be verified by us and Sumsub. You will receive an email once your account has passed all verifications. Return to [obligate.com](https://obligate.com) # KYB / KYC This page describes the information and documents needed for our KYB & KYC The KYB and KYC is provided by Sumsub. ### KYB All company accounts must go through our KYB flow. The first user setting up the company account will be asked to provide the following information and documents: * Company name * Registration number * Legal address * Certificate of incorporation * Shareholders registry * UBOs (owning more than 25%) * UBOs will receive a link via e-mail to identify themselves on Sumsub through video identification ### KYC for first user setting up company account All first users setting up the company account must go through our live video identification provided by Sumsub. ### KYC for additional user All additional users invited to the company account will need to verify themselves on Sumsub by uploading a copy of their ID or passport. Return to [obligate.com](https://obligate.com) # Borrowing To start borrowing, you need to have some MATIC to cover gas fees. Furthermore, you need to register the wallets you would like to use in your account. This allows Obligate to approve and whitelist the wallets within our platform. ## How to setup an issuance program 1\. Select issuance programs in the menu navigation and click on "new issuance +", this will start the process for setting up a new issuance program 2\. If you would like to include a credit information score from [Credora](https://credora.io/), log into your Credora account or register with Credora. 3\. Review your company description. If you have not added a company description yet, you can add this in your account settings. 4\. Fill out the issuance terms: total issuance amount, eNote denomination, interest rate etc. and select any of the additional options you wish to include in your issuance program, i.e. generate an ISIN, secure with collateral off-chain and limit transferability to whitelisted ecosystem. 5\. Add any additional documents to the issuance program and add a deal overview. The deal overview helps investors understand what the financing amount will be used for. 6\. Next, you can sign and publish the issuance program with your wallet. 7\. The issuance program needs to be reviewed by obligate.com member. We will notify you once the program is approved and published on the obligate.com marketplace. 8\. If the issuance program meets its financing goal by the book building deadline, you will need to execute the program on-chain. This will open funding for the investors. Investors can pay their investments by the issuance date. 9\. If the financing goal is not met, the you can decide to either execute the issuance partially and the investors having subscribed proceed to pay their investment amounts, or to cancel the issuance. On the issuance date, the funds paid by the investors will be released from the escrow account and transferred to your wallet. In return the eNotes will be issued and transferred to the investors. You can cancel an issuance program any time, as long as no investor has subscribed to it yet. ## How to repay 1\. Before the scheduled payment deadline, access the issued eNotes in the menu navigation and click on the eNotes, that need to be repaid. Click on repay and approve the transaction with your wallet. The wallet you are connected to in Obligate is the wallet we will deduct the repayment amount from. 2\. It is possible to repay coupons earlier, but they must be repaid in order. You can't repay coupons 1, 2, and 4 ignoring the 3rd one. The principal can be repaid only after all of the coupons. 3\. The eNotes are now repaid and the redemption amount can be claimed by the investors. Once all investors have reclaimed their redemption, the eNote status will change to "settled". ## Default Please remember eNote protocol does not suggest any grace period for scheduled payments. If the payment deadline is missed, the security will be flagged as defaulted the very next second. Plan your operations accordingly. Return to [obligate.com](https://obligate.com) # Credora [Credora](https://credora.io/) is an end-to-end lending solution facilitating credit by validating real-time risk metrics in a zero-knowledge environment. Credit information help issuers increase trust with investors. Credora explains their Credit Evaluation Methodology best themselves: The methodology scores all borrowers out of a total score of 1000. Credit information are expressed as letter grades from AA to D, indicating the relative level of credit risk. A Borrow Capacity metric is also calculated, using the credit information and leverage as primary inputs. Credit Rating Scale:
Credora conducts these evaluations based on information provided by the firms seeking the credit rating. The process requires the submission of KYC and financial statements on the Credora platform and follow-up responses from the borrower management team. The methodology currently distributes the total points between three main categories: 1. Operations \[200]: Operations evaluates the firm from a due diligence perspective and includes factors such as compliance risk, management, and borrow history 2. Performance \[400]: Performance analyzes the firm from a liquidity and solvency perspective while evaluating historical returns and drawdowns 3. Risk Monitoring \[400]: Risk Monitoring awards points for the level of risk monitored assets on the Credora platform and the Portfolio Equity and Leverage of the firm The Credit Evaluation Methodology is updated from time to time to align with new market developments and incorporate participant feedback. Source: Return to [obligate.com](https://obligate.com) # Fees ## Bonds ### Issuance fee We charge fees based on the volume of securities (i.e total issuance amount) that are issued through our platform. Our fees are structured on a sliding scale (see the table below), with the rate decreasing as the volume of securities increases. The fee rate is annualized. For the first year, the minimal fee of 7500 USDC/EUROe is applicable.
Issuance size1st Year fee (p.a.)2nd Year fee (p.a.)3rd Year fee (p.a.)4th Year fee (p.a.)5th Year fee (p.a.)
0 - 25 million75.0 b.p.52.5 b.p.36.8 b.p.25.7 b.p.18.0 b.p.
25 - 50 million65.0 b.p.45.5 b.p.31.9 b.p.22.3 b.p.15.6 b.p.
50 - 75 million55.0 b.p.38.5 b.p.27.0 b.p.18.9 b.p.13.2 b.p.
75 - 100 million45.0 b.p.31.5 b.p.22.1 b.p.15.4 b.p.10.8 b.p.
100+ million35.0 b.p. 24.5 b.p.17.2 b.p.12.0 b.p.8.4 b.p.
Min fee7500 USDC/EUROe
### Collateral fee Collateral fee is applicable to secured issuances only and charged in the same way as issuance fee.
Issuance size1st Year fee (p.a.)2nd Year fee (p.a.)3rd Year fee (p.a.)4th Year fee (p.a.)5th Year fee (p.a.)
0 - 25 million30.0 b.p.27.0 b.p.24.3 b.p.21.9 b.p.19.7 b.p.
25 - 50 million20.0 b.p.18.0 b.p.16.2 b.p.14.6 b.p.13.1 b.p.
50 - 75 million18.0 b.p.16.2 b.p.14.6 b.p.13.1 b.p.11.8 b.p.
75 - 100 million10.0 b.p.9.0 b.p.8.1 b.p.7.3 b.p.6.6 b.p.
100+ million7.0 b.p.6.3 b.p.5.7 b.p.5.1 b.p.4.6 b.p.
Min fee5000 USDC/EUROe
## Structured Products For structured products we charge fees based on the issuance amount and the term. These fees are absolute and not annualized. ### Issuance fee | Issuance size | less than 3 months | 3 to 12 months | More than 12 months | | --------------- | ------------------ | -------------- | ------------------- | | 0 - 500'000 | 25 b.p. | 45 b.p. | 55 b.p. | | 0.5 - 2 million | 20 b.p. | 35 b.p. | 50 b.p. | | 2 - 5 million | 15 b.p. | 30 b.p. | 45 b.p. | | 5+ million | 10 b.p. | 25 b.p. | 40 b.p. | | Min fee | 250 | | | ### Issuance support fee | Issuance size | less than 3 months | 3 to 12 months | More than 12 months | | --------------- | ------------------ | -------------- | ------------------- | | 0 - 500'000 | 25 b.p. | 45 b.p. | 55 b.p. | | 0.5 - 2 million | 20 b.p. | 35 b.p. | 50 b.p. | | 2 - 5 million | 15 b.p. | 30 b.p. | 45 b.p. | | 5+ million | 10 b.p. | 25 b.p. | 40 b.p. | | Min fee | 250 | | | ## Credora fee If borrowers make use of the rating service offered through [Credora](https://credora.io/), charges will incur for the rating data that is provided to the marketplace. In this case, the Credora fee is 15 b.p. on an Act/360 annualized basis. ## Fee claiming process Fees are due when claiming financing on a successful issuance and will be deducted from the issuance proceeds. You can see the indication of fees during the creation process. The final invoice is sent when the issuance succeeds. There are no fees incurred for unsuccessful book-building programs. Return to [obligate.com](https://obligate.com) # eNote legal framework Enabling Standardised & Enforceable Debt. As DLT-based Securities. Disclaimer: The comments below are for general information purposes only. Please make sure you have sufficient legal advice before issuing an eNote or investing in an eNote. ## Token Framework & Legal Basis **Legal basis: How is the eNote structured?** Obligate AG, the company behind the Obligate platform, is a specialist in structuring electronic negotiable instruments based on various legal bases such as Delaware law (promissory notes based on Delaware UETA), Singapore law (promissory notes based on Singapore ETA), and Swiss law (ledger-based and uncertificated securities). The term "eNote" trademarked by Obligate AG serves as an umbrella term for different legal & financial debt instruments. For eNotes on the Obligate platform, the instruments are structured as **tokenized bonds** in the form of **ledger-based securities** under Swiss law (art. 973d et seq. Swiss Code of Obligations). The legal basis used has come into force in February 2021 and is part of the Swiss DLT Act ([Federal Act on the Adaptation of Federal Law to Developments in Distributed Ledger Technology](https://www.newsd.admin.ch/newsd/message/attachments/60601.pdf)). The new provisions entail one of the world's most advanced legal frameworks for tokenized securities, covering topics such as the valid issuance of all types of instruments, requirements regarding transfers, pledges & usufructus, potential liability, as well as the treatment in potential insolvency procedures (segregation of the instruments). **Issuance: how is the eNote created and what does it entail?** A ledger-based security is formed through an agreement between the parties (Registration Agreement), based on which the respective rights are registered in a securities ledger under art. 973d para. 2 CO and may only be asserted and transferred to others via this ledger. It is therefore a kind of a "negotiable instrument" sui generis. Any type of transferable claim and membership right can be structured as ledger-based security, specifically **bonds**, but also structured instruments as well as equity. **Securities Ledger (DLT) in specific: where are eNotes stored?** The applicable legal provisions define certain requirements regarding the Securities Ledger used, which have to be met in order to create legally valid instruments. Obligate uses **Polygon** as Securities Ledgers for its eNote issuances (in general, most public permissionless blockchains would qualify). Those DLTs in combination with the issuance and settlement smart contracts provided by Obligate.com fulfill the following requirements acc. to art. 973d para. 2 Swiss CO: * They use technological processes to give the creditors, but not the obligor, direct power of disposal over their rights; * Their integrity is secured through adequate technical and organizational measures, such as joint management by several independent participants, to protect it from unauthorized modification; * The content of the rights, the functioning of the ledger and the registration agreement are recorded in the ledger or in linked accompanying data; * Creditors can view relevant information and ledger entries, and check the integrity of the ledger contents relating to themselves without intervention by a third party. **Legal effects of the eNote: who is entitled?** The eNote works as a **bearer instrument** (the obligor under a ledger-based security is entitled and obliged to render performance only to the creditor indicated in the securities ledger and subject to appropriate modification of the ledger). In simple words: the person holding the eNote and registered on-chain will get paid (see however KYC requirements mentioned below). By rendering the performance due at maturity to the Holder indicated in the securities ledger, the issuer is released from the obligation even if the indicated Holder is not the actual creditor unless the Holder is guilty of malice or gross negligence. When acquiring a ledger-based security in a securities ledger from the Holder indicated therein, the acquirer is protected even if the seller was not entitled to dispose of the ledger-based security unless the Acquirer acted in bad faith or with gross negligence (**bona fide acquisition**). The Issuer may raise against a claim deriving from a ledger-based security only those objections which: * are aimed at contesting the validity of the registration or derive from the securities ledger itself or its accompanying data; * he or she is personally entitled to raise against the current Holder of the ledger-based security; or are based on the direct relations between the Issuer and a former Holder of the ledger-based security if the current Holder intentionally acted to the detriment of the Issuer when acquiring the ledger-based security. In addition, the payment of the face value will be technically held back by the settlement program until the successful identification of the last Holder is executed by Obligate and/or identification partners. **Potential hard forks: which eNotes are valid?** In case of a hard fork of the Securities Ledger, the procedure is as follows: * if the eNote is denominated in a mint issued by a *central entity* (i.e. Circle for USDC), the eNote shall be paid on the chain defined by the mint-issuer as authoritative chain; * if the eNote is denominated in token *not issued by a central entity* (i.e. in MATIC or ETH), the eNote shall be paid on both forked chains if i) the tokens on both chains have a certain market value, and ii) if the coin-split can be done with reasonable efforts. ## Arbitration Framework All users of the infrastructure and transaction parties will enter into and be bound exclusively by arbitration agreements, subjecting all eNotes-related disputes to **arbitration** in Switzerland. Accordingly, if a dispute is not settled amicably between the parties in question, then a party may seek a decision by an arbitration panel in Switzerland. The arbitration panel will, in turn, decide the case and render an arbitral award that is enforceable under the New York Convention on the Recognition and Enforceability of Arbitral Awards (NYC). This arbitral award can be presented to the relevant foreign local court. This court will have to grant enforcement of the award without a further review of its merits according to the NYC. The **NYC** has been **signed by more than 168 countries** and has an outstanding reputation for adherence to it by its member states and their courts. Arbitration avails the parties to business expertise, confidentiality, speed and very quick finality in dispute resolution. Swiss arbitration laws and rules are deemed one of the “gold standards” in international arbitration and consequently form the dispute resolution framework of choice for companies. ## Regulatory Framework #### eNote Qualification, KYC & Allowed Users eNote instruments qualify as **securities** **in most jurisdictions**. To simplify the regulatory requirements, Obligate only allows professional clients and qualified investors to use its platform. In order to use the Obligate platform, parties must successfully identify and register. As part of the onboarding process, parties go through a **full KYB & KYC process**. In addition, certain countries and nationals are excluded from using Obligate.com and/or eNotes. Once the onboarding and registration process on the Obligate platform has been completed, the parties receive login data as well as personal electronic signatures. Otherwise, Obligate is based on a "bring your own wallet" approach and supports institutional-grade wallets such as Fireblocks or Metamask Institutional. **Obligate never has any direct or indirect form of control over eNote instruments and/or related on-chain payments.**\ \ In order to claim payment of an eNote face value at maturity, an eNote holder must be a verified (= KYC'ed) user. Non-verified parties first have to successfully conduct the KYC process before being entitled for receiving payment. Parties not successfully passing the KYC Process do not have any claims against the issuer. This ensures that issuers only pay to known parties. #### Obligate's Status as Regulated Entity Obligate AG, based in Zurich, Switzerland, is a **regulated financial intermediary** and a member of a FINMA-supervised AML SRO. FQX (Germany) GmbH, based in Berlin, Germany, acts under the liability umbrella of CM-Equity AG, a German BaFin-regulated securities firm. This allows providing **investment brokerage and placement activities** which might be, from a regulatory perspective in certain jurisdictions, indirectly included in the Obligate platform functionality. FQX itself, however, is never party of any transactions nor does it hold any clients assets. Third party clients are served on a reverse solicitation approach only. Return to [obligate.com](https://obligate.com)