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Token Sale Agreement
I need a token sale agreement for a blockchain startup launching an initial coin offering (ICO), ensuring compliance with Danish regulations, outlining investor rights, token distribution schedule, and including a clause for refund in case of project failure.
What is a Token Sale Agreement?
A Token Sale Agreement sets the legal framework for selling digital tokens or cryptocurrencies to investors in Denmark's regulated financial market. It outlines how the tokens will be distributed, what rights buyers receive, and the specific obligations of both the token issuer and purchasers.
Under Danish financial regulations, these agreements must clearly address investor protection, anti-money laundering requirements, and compliance with the Danish Capital Markets Act. The document typically includes payment terms, token functionality, risk disclosures, and specific provisions for refunds or project milestones. Danish companies often use these agreements when launching Security Token Offerings (STOs) or other regulated token sales.
When should you use a Token Sale Agreement?
Use a Token Sale Agreement when launching any cryptocurrency or digital token offering in Denmark's market. This document becomes essential before accepting investments or distributing tokens to ensure compliance with Danish financial regulations, particularly for startups and established companies entering the digital asset space.
The agreement proves especially valuable during Security Token Offerings (STOs), Initial Coin Offerings (ICOs), or when tokenizing real-world assets. Danish companies need this agreement to satisfy Financial Supervisory Authority requirements, protect investor rights, and establish clear terms for token distribution, voting rights, and profit-sharing mechanisms. It helps avoid regulatory issues and provides a solid foundation for dispute resolution.
What are the different types of Token Sale Agreement?
- Basic Utility Token Agreement: Covers standard token sales without profit-sharing rights, focusing on platform access and usage rights
- Security Token Agreement: Includes investor rights, profit-sharing mechanisms, and stricter compliance with Danish securities laws
- Asset-Backed Token Agreement: Specifically designed for tokens representing real-world assets like property or commodities
- SAFT (Simple Agreement for Future Tokens): Used for pre-sale arrangements where tokens aren't yet developed
- Hybrid Token Agreement: Combines multiple token functionalities while addressing Danish regulatory requirements
Who should typically use a Token Sale Agreement?
- Token Issuers: Danish companies or startups creating and selling digital tokens, responsible for drafting and executing the agreement
- Legal Counsel: Danish lawyers specializing in fintech and securities law who review and customize Token Sale Agreements
- Investors: Individual or institutional buyers purchasing tokens under the agreement's terms
- Financial Supervisory Authority: Oversees compliance with Danish financial regulations and investor protection rules
- Technical Developers: Teams responsible for implementing token functionality and smart contracts aligned with agreement terms
How do you write a Token Sale Agreement?
- Token Details: Define token type, total supply, distribution schedule, and specific functionality or rights
- Compliance Check: Review Danish Financial Supervisory Authority requirements and securities regulations
- Investor Rules: Establish eligibility criteria, KYC requirements, and investment limits
- Technical Specs: Document blockchain platform, smart contract details, and token standard
- Sale Structure: Outline pricing tiers, vesting schedules, and lock-up periods
- Risk Mitigation: List potential risks, disclaimers, and contingency plans for technical issues
What should be included in a Token Sale Agreement?
- Token Description: Detailed specifications of the token, including type, rights, and technical standards
- Sale Terms: Price, payment methods, minimum/maximum purchase limits, and distribution timeline
- KYC Requirements: Danish anti-money laundering compliance and investor verification procedures
- Risk Disclosures: Comprehensive list of potential risks and limitations under Danish law
- Investor Rights: Voting, profit-sharing, or utility rights attached to the tokens
- Dispute Resolution: Danish jurisdiction clause and arbitration procedures
- Privacy Policy: GDPR compliance and data handling procedures
What's the difference between a Token Sale Agreement and a Simple Agreement for Future Tokens?
A Token Sale Agreement differs significantly from a Simple Agreement for Future Tokens (SAFT) in several key aspects, though both are used in cryptocurrency investments under Danish law. While Token Sale Agreements govern immediate token transfers, SAFTs are forward-looking instruments for tokens that don't yet exist.
- Timing of Transfer: Token Sale Agreements facilitate immediate token delivery, while SAFTs promise future token distribution when the network launches
- Regulatory Framework: Token Sale Agreements must comply with current Danish securities laws, whereas SAFTs often fall under investment contract regulations
- Risk Profile: SAFTs carry higher risk as they depend on successful project completion, while Token Sale Agreements deal with existing tokens
- Investment Structure: Token Sale Agreements specify complete token economics, while SAFTs focus on conversion terms and development milestones
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