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The Token Sale Agreement serves as the primary legal instrument for conducting token sales in the United Arab Emirates, operating within the framework established by federal regulations and specialized authorities such as VARA, ADGM, and DIFC. This document is essential when a company or project intends to issue and sell digital tokens, whether utility tokens, security tokens, or other virtual assets. The agreement must incorporate specific UAE regulatory requirements, including comprehensive KYC/AML procedures, risk disclosures, and compliance with virtual asset regulations. It typically includes detailed information about the token's characteristics, sale terms, distribution mechanics, purchaser rights, and obligations of all parties involved. The document is particularly crucial given the UAE's position as a leading jurisdiction for virtual asset activities, requiring careful attention to both technological and regulatory aspects.

1. Parties: Identification of the token issuer and purchaser, including full legal names and addresses

2. Background: Context of the token sale, nature of the project, and purpose of the agreement

3. Definitions: Detailed definitions of technical terms, token characteristics, and relevant regulatory terminology

4. Token Description: Detailed specifications of the token, including its features, functionality, and technical standards

5. Sale Terms: Specific terms of the token sale including price, payment methods, minimum/maximum purchase amounts

6. Purchase Process: Step-by-step process for token purchase, including KYC/AML requirements and purchase restrictions

7. Distribution: Terms and timing of token distribution, including any lock-up periods or vesting schedules

8. Use of Proceeds: Detailed breakdown of how the funds from the token sale will be used

9. Representations and Warranties: Statements of fact and guarantees from both issuer and purchaser

10. Risk Factors: Comprehensive disclosure of risks associated with the token purchase

11. Regulatory Compliance: Compliance requirements with UAE virtual asset regulations and other applicable laws

12. Anti-Money Laundering: Specific AML/CFT compliance requirements and procedures

13. Termination: Circumstances under which the agreement can be terminated and the consequences

14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes