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Token Purchase Agreement for the United States

Token Purchase Agreement Template for United States

A Token Purchase Agreement is a legally binding contract used in the United States that governs the sale and purchase of digital tokens or cryptocurrencies. It outlines the terms and conditions of the token sale, including purchase price, quantity, transfer restrictions, and compliance requirements under U.S. federal and state securities laws. The agreement includes representations and warranties from both parties and typically addresses regulatory compliance with SEC guidelines, AML regulations, and applicable state laws.

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What is a Token Purchase Agreement?

The Token Purchase Agreement serves as the primary legal framework for token sales in the United States, becoming increasingly important with the growth of blockchain-based projects and digital assets. This document is essential when companies or projects wish to sell tokens while ensuring compliance with U.S. securities laws, including SEC regulations and state-specific requirements. The agreement typically covers crucial aspects such as token pricing, delivery mechanisms, purchaser eligibility, transfer restrictions, and risk disclosures. It's particularly vital for maintaining regulatory compliance and protecting both issuer and purchaser interests in token transactions.

What sections should be included in a Token Purchase Agreement?

1. Parties: Identification of token issuer and purchaser, including legal entity details

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

3. Definitions: Key terms including token specifications, purchase price, and relevant technical terms

4. Token Purchase: Terms of purchase including price, payment method, and delivery mechanics

5. Representations and Warranties: Statements of fact from both parties regarding their capacity and compliance

6. Conditions Precedent: Requirements that must be met before token transfer

7. Transfer Restrictions: Limitations on token transfer and resale provisions

What sections are optional to include in a Token Purchase Agreement?

1. Token Rights: Specific rights attached to tokens (if any), used when tokens confer specific utility or governance rights

2. Vesting Schedule: Token release timeline, used when tokens are subject to vesting periods

3. Project Milestones: Development commitments, used when token sale is tied to specific project deliverables

4. Staking Provisions: Terms for token staking, used when staking functionality is included

What schedules should be included in a Token Purchase Agreement?

1. Token Specifications: Technical details of the token including smart contract address and functionality

2. KYC/AML Requirements: Detailed compliance requirements and procedures

3. Risk Factors: Comprehensive list of risks associated with token purchase

4. Purchase Price Calculation: Methodology for determining token price if variable

5. Vesting Schedule Details: Detailed breakdown of token release timeline if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Clauses































Industries

Federal Securities Laws: Primary securities regulations including Securities Act of 1933, Securities Exchange Act of 1934, SEC guidance on digital assets (including the Howey Test), and SEC Release No. 81207 (DAO Report)

Financial Regulations: Core financial compliance frameworks including Bank Secrecy Act (BSA), Anti-Money Laundering (AML) regulations, Know Your Customer (KYC) requirements, and Money Transmitter Laws

Commodity Laws: Regulations governing commodity trading including Commodity Exchange Act and CFTC regulations applicable to tokens that may be considered commodities

State-Specific Regulations: State-level requirements including securities laws ('Blue Sky' laws), money transmitter laws, and state-specific cryptocurrency regulations

Consumer Protection Laws: Consumer safeguards including Federal Trade Commission Act and state-level consumer protection laws

Tax Considerations: Tax-related guidance including IRS Notice 2014-21 for virtual currency and associated tax reporting requirements

Privacy Laws: Data protection and privacy regulations including Gramm-Leach-Bliley Act and state privacy laws

Electronic Signature Laws: Digital authentication frameworks including ESIGN Act and UETA (Uniform Electronic Transactions Act)

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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