Preliminary Note
This One-Page Simple Agreement for Future Tokens (this “OP SAFT”) is a free, alpha version, work-in-progress draft agreement meant to introduce efficiencies to the early-stage investment process in the digital asset space. This OP SAFT is designed to be remarkably simple; it should provide investors with the essential deal terms they need to make a token-related investment decision and ease burgeoning companies’ administrative burden of tracking ongoing obligations. Essentially, this OP SAFT provides for three things: (i) the check size and token allotment, (ii) the token delivery triggers, and (iii) the lock-up. Nearly all definitions and “legal” terms are incorporated by reference from an open source glossary and annex made available GitHub. The glossary and annex are designed to allow the digital asset community to coalesce around standardized definitions and terms while permitting parties to publicly fork the same for more bespoke transactions. The openness of these repositories is to facilitate growth among the digital asset community as a whole: we should be collaborative, not competitive to a fault in this nascent industry. This OP SAFT is designed to be a starting point only and should be tailored to meet your specific requirements. Consult an attorney before entering into any binding legal obligations in connection with this OP SAFT. This OP SAFT should not be construed as legal advice for any particular facts or circumstances.
Assumptions
This OP SAFT makes certain assumptions critical to its use. Below is a bulleted list of some of these assumptions. This was mentioned before, but please consult an attorney before relying on this OP SAFT or entering into any binding legal obligations. Seriously—there’s a nonzero chance that this document fails to include terms or conditions material to a grant of tokens from both a legal and business perspective. Use this at your own risk. This OP SAFT assumes, among other things, that:
- The Company is a U.S. based software development firm;
- The Investor is a not a U.S. person;
- Token price will be decided at the time of a Qualifying Token Sale (i.e., price is not hard coded in here);
- The Investor and the Company desire to implement a lockup;
- Staking is available for the underlying protocol;
- There will be an entity separate and apart from the Company that will assume the token delivery obligation while the Company receives the payment in consideration for such future tokens (i.e., the Company issues to the Investor the right to Tokens to be issued by the Token Issuer);
- The Investor will be subject to certain KYC and AML obligations;
- [____]; and
- [____].