REIT DAO

Whitepaper

v1.0 / January 2026

0. Document Status and Purpose

REIT DAO stands for Real Estate Infrastructure Tokenization DAO and is used exclusively in a descriptive and conceptual sense. The designation does not imply conformity with traditional REIT structures and does not signify the application of specific regulatory regimes applicable to REIT entities in certain jurisdictions.

This document, REIT DAO — Whitepaper v1.3 (hereinafter referred to as the “Whitepaper”), is a descriptive and conceptual document intended to disclose the project architecture, governance model, tokenomics, and operational principles of REIT DAO.

The Whitepaper has been prepared for the purposes of:

presenting the overall structure and operational logic of REIT DAO;
describing roles, governance processes, and decision-making mechanisms;
establishing the principles governing the issuance and use of REPU and QM;
outlining approaches to asset management, operational structure, and reporting;
enabling preliminary analysis (due diligence) by partners, experts, and other interested parties.

This Whitepaper does not constitute:

an offer, public or private solicitation;
an investment recommendation;
a prospectus, placement memorandum, or similar document;
a guarantee of returns, liquidity, or capital preservation;
legal, tax, or financial advice.

The Whitepaper does not create any contractual, proprietary, fiduciary, or other obligations between REIT DAO and any person, except where such obligations expressly arise on the basis of:

separate agreements approved by the DAO;
legal documentation of SPVs;
on-chain DAO governance decisions;
applicable law.

All provisions described in this Whitepaper:

are informational and conceptual in nature;
may be amended, clarified, or supplemented;
are subject to approval, revision, or revocation exclusively through the governance procedures of REIT DAO.

Any interaction with REIT DAO, including participation in governance, contributions, or the receipt of REPU or QM, is undertaken subject to:

independent risk assessment;
compliance with applicable law;
recognition of the priority of on-chain DAO governance decisions.

The current and binding version of the Whitepaper shall be the version published and formally recorded by the DAO in accordance with its established governance procedures.

1. Executive Summary

REIT DAO (Real Estate Infrastructure Tokenization DAO) is a decentralized autonomous organization (DAO) established to coordinate the acquisition, ownership (through legally segregated SPVs), operational management, and long-term scaling of a real estate portfolio across multiple jurisdictions.

REIT DAO implements a governance-first model, in which key strategic, economic, and structural decisions are made collectively through on-chain governance, while legal ownership of assets and operational execution are carried out through specialized legal structures and professional teams.

REIT DAO is not:

a traditional REIT;
an investment fund;
a financial intermediary;
a securities issuer.

The DAO operates as an infrastructure layer for governance and access, enabling transparent decision-making, structured asset oversight, and the formation of economic exposure without providing guarantees of returns or liquidity.

The architecture of REIT DAO is built upon the following core principles:

Legal segregation of assets — real estate is acquired and held through SPVs operating under mandates approved by the DAO.
Separation of roles and responsibilities — DAO governance defines strategy and oversees execution, while operational management is carried out by a professional operational team.
On-chain governance — all key decisions are adopted and recorded through transparent on-chain mechanisms.
Separation of governance and economic layers — governance (REPU) is structurally separated from economic exposure to assets (QM), reducing the risks of conflating rights and expectations.
Scalability and adaptability — the structure allows for expansion across geographies, asset types, and operational models while maintaining governance control.

Within REIT DAO, two core tokenized layers are utilized:

REPU (Reputation Unit) — a governance token granting the right to participate in governance, oversight, and the adoption of strategic and economic decisions of the DAO through on-chain voting.
QM (Q-Meter) — an asset-referenced unit designed to represent economic exposure to the real estate pool managed by the DAO.

REIT DAO is oriented toward building a sustainable infrastructure for managing real-world assets, in which:

access to real estate is structured and standardized;
the economic logic is based on acquisition and collective management of assets;
any form of distribution, capitalization, or reinvestment of income is determined exclusively through DAO governance decisions.

This Whitepaper describes the architecture, principles, and operational logic of REIT DAO in its current version and may be updated or amended exclusively through DAO governance procedures.

2. Project Architecture

2.1 General Architectural Concept

REIT DAO is structured as a multi-layered system in which governance, legal asset ownership, operational execution, and economic exposure functions are clearly separated.

The purpose of the architecture is to ensure:

transparent and collective decision-making;
legal segregation of assets;
controlled and professional operational execution;
a scalable model of access to real estate;
minimization of regulatory, operational, and governance risks.

The architecture of REIT DAO deliberately avoids the commingling of roles and responsibilities, which is a critical requirement for projects operating with real-world assets.

2.2 Layered Model of REIT DAO

The architecture of REIT DAO consists of four functionally independent layers:

Governance Layer (DAO Governance)
Legal Layer (SPV Structures)
Operational Layer (Operational Team & Property Management)
Economic Access Layer (QM — Q-Meter)

Each layer performs a strictly defined function and interacts with other layers exclusively within the framework of approved governance procedures.

2.3 Governance Layer (DAO Governance)

The Governance Layer represents the collective decision-making level implemented through the DAO.

At this level:

strategic, economic, and structural decisions are adopted;
acquisition and disposal of assets are approved;
SPVs and their mandates are approved;
smart contracts and amendments thereto are approved;
the operational team and key partners are approved;
decisions regarding distribution, capitalization, or reinvestment of income are adopted.

The Governance Layer:

does not directly own assets;
does not conduct operational management;
does not independently execute legal transactions.

All decisions adopted at the Governance Layer are executed through the underlying architectural layers.

2.4 Legal Layer (SPV Structures)

The Legal Layer consists of legally segregated Special Purpose Vehicles (SPVs) established for the purpose of holding specific real estate assets or asset pools.

Key principles of the Legal Layer:

each SPV is a separate legal entity;
each SPV holds assets in its own name;
each SPV operates strictly within a mandate approved by the DAO;
SPVs are not investment funds;
SPVs do not issue tokens;
SPVs do not receive funds directly from Contributors.

The jurisdiction, structure, and parameters of each SPV are determined individually and approved through DAO governance decisions.

2.5 Operational Layer

The Operational Layer includes:

the Operational Team approved by the DAO;
external Property Managers;
contractors and service providers.

At this level:

asset management is conducted;
real estate operations are carried out;
operational reporting is prepared;
DAO decisions are implemented in practice.

The Operational Layer:

operates within approved mandates;
does not adopt strategic decisions;
does not alter asset parameters without DAO approval;
is accountable to the Governance Layer.

2.6 Economic Access Layer (QM — Q-Meter)

The Economic Access Layer is designed to structure economic exposure to real estate managed through REIT DAO.

At this level:

a standardized unit of access (QM) is established;
fractional participation is enabled;
the separation of governance rights and economic expectations is maintained.

QM:

does not constitute ownership rights;
does not create individual claims against assets;
does not replace legal ownership by SPVs;
reflects economic exposure to the asset pool.

2.7 Principle of Separation of Roles and Responsibilities

The core architectural principle of REIT DAO is formulated as follows:

The DAO governs.
The SPV owns.
The Operational Team executes.
QM reflects economic exposure.

This separation:

reduces systemic risks;
enhances manageability;
simplifies scalability;
ensures transparency for participants and partners.

2.8 Scalability and Architectural Adaptability

The architecture of REIT DAO is inherently designed to be scalable and adaptable:

new SPVs may be established;
geographic scope and asset types may be expanded;
governance mechanisms may evolve;
the economic layer (QM) may be adjusted by DAO decision.

All architectural modifications are implemented exclusively through DAO governance procedures.

3. Governance Model & Infrastructure

3.1 Governance-First Model

REIT DAO implements a governance-first model in which key strategic, economic, and structural decisions are adopted through decentralized governance procedures (DAO governance) recorded on-chain.

Governance within REIT DAO serves as:

the primary decision-making layer;
the source of legitimacy for all subsequent actions;
the mechanism of collective control over the project architecture.

DAO governance does not replace legal or operational functions but defines the framework, rules, and mandates within which legal and operational structures operate.

3.2 Role of the DAO within REIT DAO

Within REIT DAO, the DAO is authorized to adopt decisions in the following categories:

approval of strategic development directions;
approval of acquisition, disposal, and restructuring of assets;
approval of the creation, parameters, and liquidation of SPVs;
approval of smart contracts and amendments thereto;
approval of REPU and QM tokenomics parameters;
approval of the DAO budget and Operational Fund;
approval of the composition and mandates of the Operational Team;
decisions regarding reinvestment, distribution, or capitalization of income;
decisions concerning geographic expansion and asset type diversification.

The DAO does not:

conduct operational asset management;
execute agreements on behalf of SPVs;
hold direct legal ownership of real estate;
adopt individual decisions outside established governance procedures.

3.3 Governance Token and Voting Rights

Governance in REIT DAO is implemented through the REPU (Reputation Unit) token, which grants the right to participate in on-chain voting and decision-making within the DAO.

The voting weight of a participant is determined by the amount of REPU held at the time of the relevant vote, subject to governance parameters approved by the DAO.

To prevent concentration of control and governance capture by a single Contributor or a coordinated group of Contributors, REIT DAO applies an anti-concentration governance principle.

Specifically, the DAO establishes a mandatory rule under which:

no Contributor, or group of affiliated Contributors, shall possess the ability to obtain dominant influence over voting outcomes through concentration of REPU;
in cases where the aggregate amount of REPU under the direct or indirect control of a Contributor or group of Contributors exceeds a threshold established by the DAO (not less than 10% of the amount of REPU potentially sufficient to influence a voting outcome), a corrective parameter shall be applied to the voting weight.

Under such corrective mechanisms, the voting weight of such participants may be calculated using a non-linear formula, including, but not limited to, the application of a square-root weighting function when determining final voting weight.

Specific thresholds, parameters, affiliation criteria, and voting weight calculation formulas:

are approved by the DAO;
are codified in governance rules and/or smart contracts;
may be modified exclusively through on-chain governance procedures.

REPU is used exclusively as a governance and control instrument and does not confer automatic economic rights, claims, or guarantees.

3.4 Base Blockchain Infrastructure

To implement governance mechanisms, REIT DAO utilizes blockchain infrastructure based on the EVM-compatible Arbitrum network.

The selection of Arbitrum is based on the following factors:

inherited security of the Ethereum ecosystem;
high throughput and low transaction costs;
a mature ecosystem of DAO tools;
support for complex governance scenarios.

The use of Arbitrum enables governance processes to be implemented in a transparent, reproducible, and verifiable on-chain form.

3.5 Governance Platform — Aragon

For the launch and initial implementation of REIT DAO governance, the Aragon platform is utilized.

Aragon was selected as:

a proven and widely adopted governance platform;
an infrastructure solution with minimized technological risks;
a platform supporting a modular and extensible governance model.

Aragon provides:

DAO creation and administration;
execution of on-chain voting;
recording of governance decisions and parameters;
basic access control and role management mechanisms.

The use of Aragon does not preclude the DAO from transitioning to alternative governance solutions or custom smart contracts in the future, subject to DAO approval.

3.6 Smart Contracts and Their Approval

All core elements of governance and tokenomics within REIT DAO are implemented through smart contracts.

Principles governing the use of smart contracts include:

initial versions of smart contracts are approved by the DAO;
any amendments, upgrades, or extensions to smart contracts may occur exclusively through DAO governance decisions;
administrative privileges and unilateral intervention capabilities are limited or absent;
critical parameters are recorded on-chain.

Smart contracts are used for:

accounting of REPU;
recording governance outcomes;
accounting of QM;
execution of DAO decisions within on-chain logic.

3.7 Governance Flow

The governance process within REIT DAO follows the basic model below:

Proposal — submission of a proposal by a participant holding the required governance eligibility.
Discussion — a defined period of discussion within established DAO communication channels.
On-chain Vote — voting conducted using REPU.
Execution — implementation of the adopted decision:
- on-chain (through smart contracts);
- off-chain (through SPVs and the Operational Team within approved mandates).

Voting parameters (quorum, thresholds, duration) are established and may be modified exclusively through DAO governance.

3.8 Boundaries of Governance Responsibility

Governance within REIT DAO:

defines strategy;
approves rules and parameters;
oversees execution.

Governance does not replace:

professional operational management;
legal execution of transactions;
local asset management.

This separation ensures a balance between decentralized oversight and effective execution.

3.9 Evolution of the Governance Model

The governance model of REIT DAO is designed to be evolutionary.

The DAO may:

modify governance procedures;
expand or clarify roles;
introduce additional control layers;
adapt infrastructure as the project grows.

Any changes to the governance model may occur solely within approved on-chain procedures.

4. Operational Model

4.1 Principle of Separation Between Governance and Execution

The operational model of REIT DAO is based on a clear separation between strategic governance and operational execution.

Under this model:

DAO Governance defines strategy and approves plans, budgets, and key operational parameters;
the Operational Team conducts day-to-day operational management and implements decisions approved by the DAO.

The governance layer is not intended to manage ongoing operational activities and does not substitute professional management functions.

4.2 Appointment and Role of the Operational Team

The Operational Team constitutes a professional operational team responsible for the practical implementation of DAO decisions.

The functions of the Operational Team include, without limitation:

coordination of asset acquisition and transfer to SPVs;
interaction with legal advisors, auditors, and registrars;
organization and supervision of Property Managers and other contractors;
ensuring compliance with mandates approved by the DAO;
preparation of operational, financial, and management reporting;
preparation of proposals for DAO consideration.

The Operational Team acts in the interest of the DAO and is accountable to DAO governance.

4.3 Approval and Composition of the Operational Team

The composition of the Operational Team:

is approved by the DAO through on-chain governance;
may include both individual professionals and legal entities;
is formed based on professional qualification and experience requirements.

The DAO has the authority to:

approve the initial composition of the Operational Team;
amend the composition of the team;
revoke mandates in whole or in part;
revise the structure and roles within the team.

No individual acquires permanent or irrevocable authority within the Operational Team.

4.4 Mandates and Scope of Authority

The Operational Team acts strictly within mandates approved by the DAO.

Mandates may include:

a defined list of permitted actions;
financial limits;
timeframes;
reporting requirements;
key performance indicators (KPIs).

The Operational Team:

may not adopt strategic decisions without DAO approval;
may not alter asset parameters or tokenomics on its own initiative;
may not exceed approved budgets and limits.

4.5 Property Management and Local Asset Administration

Physical management of real estate assets is conducted through:

external Property Managers;
management companies;
local operators.

Property Managers:

are not part of DAO governance;
operate under agreements with SPVs;
are accountable to the Operational Team within approved contractual terms.

The Operational Team oversees the performance of Property Managers and reports the results of such oversight to the DAO.

4.6 Accountability and Oversight

The Operational Team is required to:

provide regular reporting to the DAO;
disclose information within approved standards;
inform the DAO of material risks and deviations.

Reporting formats, frequency, and scope are approved by the DAO and may be adjusted through governance decisions.

4.7 Principle of Professional Execution

The operational model of REIT DAO is based on the understanding that:

management of real estate and REIT DAO infrastructure requires professional expertise;
governance participants are not required to be involved in operational processes;
responsibility for execution lies with appointed and accountable professional teams.

This approach ensures a balance between decentralized oversight and effective management of real-world assets.

5. Tokenomics — General Principles

The tokenomics of REIT DAO is designed as a structural element of the governance architecture rather than as a capital-raising mechanism or a system for distributing returns.

The primary objective of the tokenomics framework is to ensure:

transparent and controlled participation in governance;
a proper separation between governance rights and economic exposure;
prevention of control concentration;
long-term sustainability of the DAO architecture.

5.1 Separation of Governance and Economic Layers

Within REIT DAO, a strict separation between the governance layer and the economic layer is applied.

REPU is used exclusively for participation in governance, oversight, and DAO decision-making.
QM is used to reflect economic exposure to assets managed by the DAO.

This separation prevents:

automatic commingling of governance rights and economic expectations;
double counting of assets;
interpretation of governance tokens as investment instruments.

5.2 Limitation of Inflation and Dilution

The tokenomics of REIT DAO is based on the principle of fixed supply for the governance token.

the total amount of REPU is predefined;
additional issuance is not contemplated;
modification of issuance parameters is possible only through on-chain governance and amendment of the core DAO rules.

This approach is intended to protect governance balance and prevent dilution of participant influence.

5.3 Governance Control Over Tokenomics

All key tokenomics parameters, including:

total supply and distribution of REPU;
principles of allocation and vesting;
rules governing the use of QM;
potential limitations and parameters governing interaction between REPU and QM;

are approved and may be amended exclusively through DAO governance.

No individual participant, team, or external counterparty has unilateral authority to alter tokenomics parameters.

5.4 Principle of Voluntary Participation

Participation in the tokenomics of REIT DAO is voluntary.

The receipt of REPU or QM:

does not constitute an obligation of the DAO;
does not imply automatic granting of economic rights;
does not create obligations for payments, redemption, or liquidity.

Each participant independently evaluates the risks and terms of participation.

5.5 Transparency and On-Chain Recordation

Core elements of the REIT DAO tokenomics are recorded on-chain, including:

accounting of REPU;
governance voting outcomes;
fundamental parameters of QM.

On-chain recordation ensures:

verifiability of decisions;
transparency of governance processes;
reproducibility of tokenomics rules.

5.6 Evolutionary Nature of Tokenomics

The tokenomics of REIT DAO is designed as an evolutionary, rather than static, model.

The DAO may:

refine parameters;
adapt mechanisms;
introduce additional safeguards or limitations;

provided that governance procedures and the principles set forth in this Whitepaper are observed.

5.7 No Guarantees

Neither REPU nor QM:

guarantees returns;
guarantees liquidity;
creates redemption or repayment obligations.

Any economic effects arising within REIT DAO result from collective governance decisions and market conditions, rather than fixed commitments or promises.

6. REPU — Governance Token

6.1 Purpose of REPU

REPU (Reputation Unit) is the governance token of REIT DAO and is used exclusively as an instrument for participation in governance, oversight, and decision-making within the DAO.

REPU is intended for:

participation in on-chain governance voting;
approval of strategic, economic, and structural decisions;
determination of the collective will of the DAO with respect to asset management;
delegation and revocation of mandates;
oversight of the project architecture and its evolution.

REPU reflects a participant’s contribution to the REIT DAO ecosystem rather than an economic claim.

6.2 Rights Conferred by REPU

Holding REPU grants a participant the right to:

initiate and support governance proposals, subject to established DAO requirements;
participate in voting on matters submitted to the DAO;
influence decision-making within approved governance mechanisms;
participate in the formation and amendment of DAO rules.

All rights associated with REPU are exercised exclusively through collective on-chain procedures and cannot be exercised individually outside governance processes.

6.3 Limitations of REPU

REPU:

is not a security;
does not represent equity participation;
does not grant ownership rights in assets;
does not guarantee returns or liquidity;
does not create redemption or payment obligations of the DAO.

Holding REPU does not grant the holder individual proprietary rights in respect of real estate, SPVs, or DAO assets.

6.4 Non-Transferability of Economic Expectations

REPU is used exclusively in the context of governance and oversight.

Any economic effects that may arise within REIT DAO (including distribution, capitalization, or reinvestment of income) are determined by:

separate governance decisions;
parameters of the economic layer (QM);
market conditions.

REPU in itself is not an instrument of economic participation.

6.5 Accounting, Custody, and On-Chain Recordation

REPU:

is recorded and accounted for on-chain;
is utilized within governance smart contracts;
is applied for the calculation of voting weight in accordance with DAO-approved rules.

The technical implementation of REPU accounting may evolve by DAO decision, provided that core governance principles are preserved.

6.6 REPU within the DAO Architecture

REPU serves as the linking element between:

the governance layer;
the operational model;
the legal structures (SPVs);
the economic layer (QM).

Through REPU, the DAO:

approves architectural changes;
oversees operational execution;
adopts decisions concerning the evolution of tokenomics and economic mechanisms.

6.7 Amendments and Evolution of REPU

Any changes relating to:

rules governing the use of REPU;
governance parameters;
voting weight calculation methods;
limitations or protective mechanisms;

may be implemented exclusively through on-chain governance decisions of the DAO.

7. REPU Issuance (Fixed Supply)

7.1 General Issuance Parameters

REPU is issued under a fixed supply model.

Key parameters:

Total supply: 10,000,000 REPU
Inflation: none
Additional issuance: not provided for
Burning: not provided for unless otherwise approved by the DAO
Modification of issuance parameters: possible exclusively through on-chain governance with amendment of the core DAO rules

The fixed supply of REPU is intended to:

preserve stability of governance weights;
prevent dilution of participant influence;
ensure long-term predictability of the governance model.

7.2 Phased Issuance (Governance Access Rounds)

REPU issuance is conducted in phases through Governance Access Rounds, designed to form the body of Contributors and gradually distribute governance access.

Each round:

has a fixed allocation of REPU;
reflects the increasing maturity and scale of the project;
establishes a reference value for governance access at the respective stage.

Round	REPU Allocation	Reference Value
Round 1	1,000,000	$10
Round 2	1,000,000	$20
Round 3	1,000,000	$30
Round 4	1,000,000	$40
Round 5	1,000,000	$50
Round 6	1,000,000	$60
Round 7	1,000,000	$70
Round 8	1,000,000	$80
Round 9	1,000,000	$90
Round 10	1,000,000	$100

The above values are reference parameters and do not constitute a promise of liquidity, market price, or returns.

7.3 Purpose of Governance Access Rounds

Governance Access Rounds are intended to:

progressively form the body of Contributors;
reflect the organizational and operational maturity of REIT DAO;
balance the distribution of governance access over time;
reduce concentration risks at early stages.

Participation in such rounds:

does not constitute an obligation of the DAO;
does not create individual proprietary rights;
does not guarantee economic outcomes.

7.4 Allocation and Recordation of REPU

REPU allocation is conducted:

in accordance with the parameters of the respective Governance Access Round;
based on DAO decisions;
through governance-approved smart contracts.

REPU may be allocated:

prior to the acquisition of the first real estate asset;
independently of the launch of the economic layer (QM);
exclusively within governance logic.

7.5 Issuance Restrictions and Control

REPU issuance:

may not be accelerated outside approved rounds;
may not exceed the fixed total supply;
may not be conducted at the discretion of individual persons or teams.

All actions related to issuance, accounting, and distribution of REPU are subject to:

on-chain recordation;
collective oversight through DAO governance.

7.6 Relationship Between Issuance and DAO Architecture

REPU issuance forms part of the governance architecture of REIT DAO and is not intended to:

directly finance asset acquisition;
substitute the economic layer (QM);
create expectations of returns.

REPU is used exclusively as an instrument of governance access and collective decision-making.

8. Contributors

8.1 General Approach to Participation in REIT DAO

REIT DAO applies a participation model based on Contributors, reflecting the principle of collective formation and governance of the DAO.

Contributors are participants who contribute to the development, operation, and scaling of REIT DAO in various forms recognized and approved through DAO governance procedures.

Participation as a Contributor:

is voluntary;
does not create automatic proprietary rights;
does not establish DAO obligations regarding returns or liquidity;
is exercised within the framework of on-chain governance.

8.2 Contributor Roles

REIT DAO recognizes two primary Contributor roles:

Capital Contributors — participants who provide financial contributions, real estate contributions, or other assets approved by the DAO;
Work Contributors — participants who contribute through labor, activity, capabilities, expertise, or similar forms of non-financial input.

This distinction is intended to:

accurately reflect different forms of contribution;
ensure fair distribution of governance access;
prevent commingling of economic and governance expectations.

A single DAO participant may act in both roles simultaneously.

8.3 Transparency and Recordation

Contributor roles, participation parameters, and REPU allocations:

are recorded on-chain or in DAO-approved registries;
are subject to collective oversight;
may be reviewed by DAO decision in cases of violations or discrepancies.

8.4 Evolution of the Contributor Model

The Contributor model of REIT DAO is designed to be evolutionary.

The DAO may:

clarify Contributor roles;
introduce additional roles or statuses;
modify contribution recognition criteria;
adapt the participation model as the project grows.

Any modifications may occur exclusively through DAO governance procedures.

9. Capital Contributors

9.1 Definition of Capital Contributors

Capital Contributors are participants of REIT DAO who provide material contributions to the development and operation of the DAO.

Material contributions recognized within REIT DAO may include:

monetary funds;
real estate assets;
property rights or other assets;
other forms of material contribution approved by DAO governance.

The form, amount, and conditions for recognition of material contributions are determined and approved exclusively through DAO governance decisions.

9.2 Principles of Participation of Capital Contributors

Participation as a Capital Contributor is based on the following principles:

contributions are voluntary;
contributions are not loans, deposits, or investments in the traditional sense;
contributions do not create automatic DAO obligations for repayment, redemption, or returns;
contributions do not grant individual ownership rights to DAO or SPV assets.

Capital Contributors participate in the formation and development of REIT DAO through governance mechanisms rather than through direct ownership of assets.

9.3 Governance Access for Capital Contributors

Capital Contributors may receive governance access in the form of REPU in the amount and under the conditions approved by the DAO.

Receipt of REPU:

reflects recognition of the contribution by the DAO;
grants the right to participate in governance processes;
does not constitute confirmation of an economic claim to assets.

The amount of REPU allocated to a Capital Contributor is determined by:

the parameters of the respective Governance Access Round;
conditions approved by the DAO;
potential limitations and vesting mechanisms.

9.4 Absence of Direct Proprietary Rights

Capital Contributors:

do not become owners of SPVs;
do not acquire ownership interests in real estate;
do not obtain individual claims to income or assets.

All assets are held and managed exclusively through legal structures (SPVs) and in accordance with DAO governance decisions.

9.5 Economic Exposure and Capital Contributors

Any potential economic exposure to DAO assets is not derived from the status of Capital Contributor but through separate economic mechanisms, including QM, the parameters of which:

are approved by the DAO;
may be amended or discontinued by governance decisions;
are not mandatory for Capital Contributors.

The status of Capital Contributor in itself does not guarantee access to the economic layer (QM).

9.6 Risks and Responsibility of Capital Contributors

Capital Contributors independently:

assess legal, economic, and operational risks;
make participation decisions;
assume responsibility for compliance with applicable laws.

The DAO does not provide individual guarantees to Capital Contributors and does not act as a financial intermediary or investment manager.

9.7 Termination or Modification of Status

The DAO has the authority to:

review the status of a Capital Contributor;
modify the conditions for recognition of contributions;
revoke governance rights in cases предусмотренных governance rules.

Any such actions are carried out exclusively within on-chain governance and approved procedures.

10. Work Contributors

10.1 Definition of Work Contributors

Work Contributors are participants of REIT DAO who provide non-material contributions to the development, operation, and scaling of the DAO.

Non-material contributions may include, in particular:

professional expertise and labor;
managerial, legal, technical, and analytical functions;
development of partnerships and business relationships;
organizational and operational support;
other forms of beneficial participation recognized by DAO governance.

The forms and criteria for recognition of non-material contributions are approved by the DAO and may be adjusted as the project evolves.

10.2 Purpose and Role of Work Contributors

Work Contributors are engaged to ensure:

sustainable functioning of governance and operational processes;
implementation of strategic DAO decisions;
enhancement of asset and infrastructure management quality.

Work Contributors do not replace DAO governance and do not possess independent authority outside approved mandates.

10.3 Governance Access for Work Contributors

Work Contributors may receive governance access in the form of REPU in the amount and under the conditions approved by the DAO.

Allocation of REPU to Work Contributors:

reflects recognition of the contribution by the DAO;
is conducted in stages;
may be linked to task completion, timelines, and KPIs.

The DAO may establish limits on the amount of REPU available to Work Contributors, as well as additional restrictions and conditions.

10.4 Vesting, Restrictions, and Revocation

Special control mechanisms apply to Work Contributors, including:

vesting periods;
staged allocation of REPU;
conditions for suspension or revocation of unvested REPU.

In the event of breach of cooperation terms, failure to perform obligations, or violation of governance rules, the DAO may:

suspend REPU allocation;
revoke unvested REPU;
review the status of a Work Contributor.

Such actions are carried out exclusively through governance voting procedures.

10.5 Absence of Proprietary and Economic Rights

The status of Work Contributor:

does not grant ownership interests in DAO or SPV assets;
does not guarantee economic payments;
does not create DAO obligations regarding returns or liquidity.

Any economic mechanisms are implemented separately and exclusively by DAO decision.

10.6 Accountability and Oversight

Work Contributors are accountable to the DAO and/or the Operational Team within approved mandates.

The DAO has the authority to:

request reporting;
assess the quality of contributions;
revise conditions, except with respect to contributions already performed and recognized through REPU allocation.

10.7 Evolution of the Work Contributor Model

The Work Contributor model is evolutionary.

The DAO may:

refine contribution recognition criteria;
introduce additional categories and roles;
modify conditions for allocation and use of REPU.

All modifications are implemented exclusively through DAO governance procedures.

11. Treasury & Operational Fund

11.1 General Structure of the Treasury

REIT DAO utilizes a governance-centralized but control-decentralized model for managing funds accumulated within the DAO Treasury.

The DAO Treasury consists of a combination of on-chain and off-chain accounts and mechanisms under DAO governance control and is intended for:

ensuring the functioning of the DAO;
financing operational activities;
executing DAO decisions;
supporting the legal and infrastructural framework of the project.

All Treasury operations are conducted in accordance with DAO governance decisions and are subject to collective oversight.

11.2 Operational Fund

Within the DAO Treasury, a designated Operational Fund is established to finance organizational, legal, and operational expenses necessary for the full functioning of REIT DAO.

The baseline rule for the formation of the Operational Fund is as follows:

5% of all inflows to the DAO, regardless of their form (monetary funds, assets, or other material contributions), are allocated to the Operational Fund.

This rule applies by default and may be amended exclusively through a DAO governance decision.

11.3 Purpose of the Operational Fund

The Operational Fund may be used, including but not limited to, for:

registration and maintenance of legal structures;
payment for legal, audit, and advisory services;
development, maintenance, and auditing of smart contracts;
compensation and operational expenses of the Operational Team;
reporting and compliance requirements;
administrative and infrastructure costs.

The Operational Fund is not used for:

direct acquisition of assets without DAO approval;
individual payments to Contributors outside approved procedures;
provision of guarantees or fixed obligations.

11.4 Governance Oversight and Reporting

Use of funds from the Treasury and Operational Fund:

is approved by the DAO;
is subject to regular reporting;
may be suspended or revised through governance decisions.

The DAO may:

establish expenditure limits;
introduce additional control procedures;
modify the structure of the Treasury.

11.5 Transparency and On-Chain Recordation

Key parameters of Treasury management, including:

wallet structure;
access rules;
approved budgets;

are recorded on-chain or documented in DAO-approved records.

The DAO seeks to ensure maximum transparency in the use of funds, subject to security requirements and applicable law.

11.6 Evolution of the Treasury Model

The Treasury and Operational Fund management model is evolutionary.

The DAO may:

amend allocation rules for incoming funds;
establish additional funds or reserves;
adapt the treasury management model as the project scales.

All modifications are implemented exclusively through DAO governance procedures.

12. QM (Q-Meter)

12.1 Purpose of QM

QM (Q-Meter) represents a standardized unit of economic exposure to real estate managed by REIT DAO through legally isolated SPVs.

QM is intended to:

reflect economic participation in the asset pool;
provide fractional access;
structure the economic layer separately from governance.

QM is not a governance instrument and does not replace governance rights exercised through REPU.

12.2 Asset Reference of QM

The fundamental asset-reference principle of QM is formulated as follows:

1 QM corresponds to 1 square meter of real estate included in the asset pool managed by the DAO.

To ensure flexibility and accessibility, fractional units are permitted:

the minimum unit may represent a fraction of QM (for example, 1/100 QM or other values approved by the DAO).

QM allocation occurs:

exclusively after the actual acquisition of assets;
based on data confirmed by the relevant SPV and approved by the DAO.

12.3 Issuance of QM

QM issuance:

is conducted strictly against real assets;
may not exceed the volume of assets under DAO management;
is approved through separate DAO governance decisions.

QM is not issued:

in advance;
against future or anticipated assets;
outside approved governance procedures.

12.4 Economic Nature of QM

QM:

does not constitute ownership of real estate;
does not provide an individual claim against any SPV;
does not replace legal title to assets;
does not guarantee returns or liquidity.

Any economic effect associated with QM may arise solely:

from the operational performance of assets;
within the framework of DAO governance decisions;
under prevailing market conditions.

12.5 Separation Between REPU and QM

REIT DAO applies a strict separation between governance and economic exposure:

REPU is used for governance and control;
QM is used for economic participation.

This separation is intended to:

prevent double accounting of assets;
reduce regulatory and legal risks;
eliminate the mixing of governance rights and economic expectations.

12.6 Interaction Between REPU and QM

The interaction between REPU and QM:

is not automatic;
is not assumed by default;
is determined exclusively through DAO governance decisions.

The procedures, conditions, and technical implementation of any interaction mechanisms between REPU and QM:

are approved by the DAO;
are implemented through smart contracts;
may be amended or terminated through on-chain voting.

12.7 Limitations and Risks Associated with QM

Holders of QM assume risks including, but not limited to:

real estate market risks;
operational risks;
regulatory risks;
liquidity risks.

The DAO does not provide individual guarantees in relation to QM and does not undertake to ensure a secondary market or buyback mechanism.

12.8 Evolution of the QM Model

The QM model is evolutionary in nature.

The DAO may:

modify asset-reference parameters;
refine calculation methodologies;
introduce additional limitations or mechanisms;
adapt the economic layer as the project evolves.

All such changes are implemented exclusively through DAO governance procedures.

13. Oracle, Valuation & Reporting

13.1 Purpose of the Oracle & Valuation Block

The Oracle, Valuation & Reporting block is designed to ensure:

transparency of asset-related data;
a reproducible valuation methodology;
regular reporting for DAO governance;
an informational basis for DAO decision-making.

This block is not intended to create investment promises and does not guarantee economic outcomes.

13.2 Data Sources (Oracle Framework)

Data used within REIT DAO may be sourced from the following DAO-approved channels:

SPV reports regarding ownership and asset condition;
Property Manager reports on revenues, expenses, and operational performance;
independent appraisers and auditors;
external market sources and registries (where permissible);
other sources deemed relevant by DAO governance.

The DAO may utilize:

off-chain data sources;
on-chain oracles;
hybrid data transmission models.

Specific data sources and transmission methods are approved through DAO governance decisions.

13.3 Asset Valuation Methodology

Valuation of assets managed within REIT DAO is conducted in accordance with methodologies approved by the DAO, which may include:

independent professional appraisal;
income-based approach;
comparative market analysis;
other methods permitted within relevant jurisdictions.

Valuation methodology:

may vary depending on asset type;
is subject to revision by DAO decision;
is applied solely for informational and governance purposes.

Valuation does not constitute a guarantee of market value and may differ from the actual sale price of assets.

13.4 Frequency and Trigger Events for Data Updates

Data updates may occur:

according to a predefined schedule;
upon significant events (acquisition, disposal, restructuring);
by separate DAO decision.

The frequency of updates is determined with regard to:

the nature of the assets;
operational workload;
transparency and oversight requirements.

13.5 Reporting and Disclosure

REIT DAO produces governance-oriented reporting, which may include:

consolidated reports on assets and SPVs;
operational reports from Property Managers;
reports on the use of Treasury and Operational Fund resources;
analytical materials for DAO governance.

The format, frequency, and scope of reporting:

are approved by the DAO;
may be adjusted through governance decisions;
are not intended to replace mandatory legal or financial reporting of SPVs.

13.6 Limitations and Assumptions

The DAO acknowledges that:

data may be incomplete or delayed;
valuations are probabilistic and informational in nature;
data sources may contain errors or inaccuracies.

The DAO and related structures do not assume liability for discrepancies between valuation data and actual market outcomes.

13.7 Use of Data in Governance

Oracle, Valuation & Reporting data is used by the DAO exclusively:

for analysis;
for discussion;
for governance decision-making.

No report or metric creates automatic obligations of the DAO or triggers economic actions without a separate governance decision.

13.8 Evolution of the Oracle & Reporting Model

The Oracle, Valuation & Reporting model is evolutionary.

The DAO may:

change data sources;
update valuation methodologies;
implement new reporting tools;
strengthen transparency requirements.

All such changes are implemented exclusively through DAO governance procedures.

14. Economic Rationale

14.1 General Economic Logic

The economic logic of REIT DAO is based on the principle of collective management of access to real-world assets, rather than on the sale of yield or investment promises.

The DAO acts as:

a coordination governance layer;
a mechanism for collective decision-making;
an infrastructure for management and standardized access.

Economic effects within REIT DAO may arise exclusively as a result of:

acquisition and operation of real assets;
operational efficiency;
market conditions;
DAO governance decisions.

14.2 Institutional Acquisition and Structuring of Assets

REIT DAO is oriented toward acquiring real estate:

under institutional terms;
in wholesale transaction formats;
using professional structures and negotiated positioning.

This model enables:

access to assets not directly available to retail participants;
reduction of transactional and structural costs;
formation of standardized asset pools.

14.3 The “Wholesale-to-Retail” Principle

One of the potential economic factors within REIT DAO is the effect of structured access:

assets are acquired by the DAO in large volumes and under institutional transaction terms;
economic access to such assets is provided in fractional form through QM;
this mechanism allows aggregation of demand and structured access without direct transfer of ownership rights.

This effect is not guaranteed and depends on market conditions, demand dynamics, and DAO governance decisions.

14.4 The Role of QM in the Economic Model

QM functions as a unit of economic exposure to the asset pool managed by the DAO.

The economic logic of QM may include:

reflection of asset value;
accounting of operational results;
participation in governance decisions regarding distribution, capitalization, or reinvestment of income.

QM is not:

a financial obligation of the DAO;
a promise of returns;
equivalent to a security.

14.5 Revenues, Expenses, and DAO Decisions

All matters related to:

distribution of income;
capitalization of results;
reinvestment;
modification of economic parameters;

are reviewed and approved exclusively through DAO governance.

The DAO may:

decide not to distribute income;
allocate income toward development and scaling;
adjust economic priorities as the project evolves.

14.6 Absence of Fixed Economic Commitments

REIT DAO does not establish:

fixed returns;
minimum performance indicators;
buyback or liquidity obligations.

Economic outcomes depend on:

DAO decisions;
operational performance;
external market factors.

14.7 Long-Term Sustainability of the Model

The economic model of REIT DAO is oriented toward:

long-term asset management;
governance sustainability;
adaptation to varying market conditions;
preservation of architectural integrity.

The DAO may adjust the economic model exclusively within approved governance procedures.

15. Roadmap & Milestones

This section describes the phased development strategy of REIT DAO. Each stage is launched only after confirmation of legal and operational readiness and is implemented through on-chain DAO governance decisions. The strategy is based on the principle: first establishing governance and legal architecture, then scaling and economic integration of assets.

15.1 Stage 1 — Governance Layer

General description:
At this stage, REIT DAO is formed as a governance and coordination structure that ensures collective decision-making, formation of the Treasury, and creation of the legal infrastructure for asset ownership.

Key actions:

launch of on-chain governance using REPU as the governance token;
formation and funding of the DAO Treasury;
establishment of SPVs with mandates approved by the DAO;
acquisition of the first income-generating real estate assets through SPVs.

Participants: founding circle, early Contributors, and strategic partners.

Expected results:

legal and operational launch of the DAO;
recording of governance procedures on-chain;
Treasury control through governance;
registration of SPVs and completion of the first real estate acquisition transactions.

Benchmarks:

at least ~1,000 m² of income-generating real estate;
estimated asset value from $5 million;
formation of base operational income from rental and property management.

Planned duration: 5–6 months.

15.2 Stage 2 — Tokenization Layer

General description:
At this stage, the DAO transitions to a scalable participation model and opens structured access to an international pool of income-generating real estate managed through REIT DAO.

Key elements:

introduction of QM as a unit of economic exposure to the asset pool;
accounting of assets in square meters as a universal unit of scale;
formation of the economic participation logic, including reflection of operational performance and asset value dynamics.

Main actions:

expansion of the asset pool through SPV acquisitions and contributions of real estate as in-kind input;
launch of the platform with governance and legal-operational infrastructure;
structuring of economic participation and exit mechanisms.

Stage results:

functioning REIT DAO platform;
scalable pool of income-generating real estate;
structured participation and exit model.

Benchmarks (cumulative from project launch):

from ~20,000 m² of real estate under management;
estimated asset value from ~$100 million;
horizon: ~16–18 months from project launch.

15.3 Stage 3 — Economic & Currency Layer

General description:
At this stage, REIT DAO establishes an internal economic model in which real estate generates real economic demand, and an internal settlement unit is introduced.

Key elements:

introduction of the DAO internal settlement unit (U-Unit);
formation of an internal economic model with flows between tenants, partners, and the DAO Treasury;
integration of the economic layer with governance and asset management infrastructure.

Stage results:

functioning internal DAO economic system;
liquidity growth driven by utilization of real assets;
readiness for interaction with institutional partners;
scalable infrastructure for long-term development.

Final benchmarks (cumulative):

target assets under management (AUM) from ~$200 million and above;
implementation horizon: ~3–4 years from launch.

15.4 Principles of Phased Development

The development strategy of REIT DAO is based on the following principles:

phased implementation — each subsequent level is launched only after stabilization of the previous one;
governance before scaling — governance and control mechanisms are established before increasing asset volume;
resilient legal architecture — the structure is optimized for asset protection, manageability, and regulatory adaptability;
scalability — the model is designed from the outset to allow expansion of geography and asset types.

Each stage requires confirmation of legal, governance, and operational readiness before proceeding to the next phase of development.

16. Risk Disclosure

This section outlines the key risks associated with participation in REIT DAO, the use of governance mechanisms, holding REPU and/or obtaining economic exposure through QM. The list of risks is not exhaustive and may be supplemented as the project evolves and external conditions change.

Participation in REIT DAO implies full acceptance of the risks described below.

16.1 Regulatory and Legal Risks

Regulation of DAOs, tokenized assets, and real estate operations varies significantly across jurisdictions and may change over time.

Regulatory and legal risks include, among others:

introduction of new regulatory requirements applicable to DAOs, tokens, or related structures;
qualification of certain architectural elements as regulated financial instruments;
requirement to restructure the governance or legal model;
restrictions or prohibitions on operations in certain jurisdictions.

The DAO does not guarantee preservation of the current regulatory framework and assumes no responsibility for legislative changes.

16.2 Real Estate-Related Risks

Real estate as an asset class is subject to the following risks:

fluctuations in market value;
decline in demand and rental rates;
changes in tax, zoning, or urban planning regulations;
physical deterioration, damage, or force majeure events;
liquidity limitations.

The actual value of assets may differ from valuation estimates and may change independently of DAO or participant expectations.

16.3 Operational Risks

Operational activities are carried out through the Operational Team, Property Managers, and external contractors.

Operational risks include:

management and execution errors;
misconduct by counterparties;
insufficient asset management efficiency;
delays in reporting or execution of DAO decisions;
dependency on key specialists and partners.

While the DAO implements oversight measures, operational risks cannot be fully eliminated.

16.4 Governance Risks

The DAO governance model involves collective decision-making and may be associated with the following risks:

low participant engagement;
delays in decision-making;
conflicts of interest between Contributor groups;
concentration of influence despite protective mechanisms;
adoption of decisions that do not lead to expected outcomes.

DAO decisions are collective and binding within the approved governance framework, even if individual participants disagree.

16.5 Technological Risks

REIT DAO relies on blockchain infrastructure and smart contracts, which entail technological risks, including:

vulnerabilities or errors in smart contracts;
malfunction or disruption of the blockchain network or governance platform;
risks associated with protocol upgrades;
dependency on third-party infrastructure providers.

The DAO cannot guarantee uninterrupted operation of its technical infrastructure.

16.6 Risks Related to REPU

REPU is a governance token and is subject to risks including:

absence of liquidity;
modification of governance rules;
changes in voting weight or calculation mechanisms;
dilution of practical influence as the DAO grows.

REPU is not intended for speculative purposes and does not guarantee any economic outcomes.

16.7 Risks Related to QM

QM reflects economic exposure to DAO-managed assets and is subject to risks including:

absence or limitation of a secondary market;
divergence between valuation estimates and actual asset value;
DAO decisions not to distribute income;
modification of economic layer parameters;
market and operational factors.

The DAO does not undertake to provide liquidity, buybacks, or minimum value protection for QM.

16.8 Liquidity Risks

Despite its tokenized format, the underlying assets remain inherently illiquid.

Asset disposal may:

require significant time;
necessitate substantial discounts;
depend on market conditions and regulatory factors.

16.9 Valuation and Data Risks

Valuations and data used by the DAO:

are informational in nature;
may be based on assumptions;
may differ from actual market outcomes.

The DAO and related structures do not guarantee the accuracy or completeness of valuation data.

16.10 No Guarantees and Limitation of Liability

REIT DAO:

does not guarantee returns, liquidity, or preservation of value;
does not provide individual financial or legal guarantees;
assumes no responsibility for DAO governance decisions adopted in accordance with approved procedures.

Each participant independently evaluates risks and makes participation decisions at their own discretion and risk.

16.11 Independent Assessment and Professional Advice

Participants are advised to:

conduct their own due diligence;
consult with legal, tax, and financial advisors;
consider the specific legal framework of their jurisdiction.

Participation in REIT DAO constitutes acknowledgment and acceptance of all the risks described above.