Token Purchase Agreement

Legal Agreement Template

Parties

This Token Purchase Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:

[Issuer Name], a [Entity Type] organized under the laws of [Jurisdiction], having its principal place of business at [Address] (the "Issuer");

and

[Purchaser Name], a [Entity Type/Individual] organized or residing under the laws of [Jurisdiction], having its principal place of business or address at [Address] (the "Purchaser").

The Issuer and the Purchaser are each referred to as a "Party" and collectively as the "Parties."

Recitals

A. The Issuer intends to issue the digital tokens described in Schedule A (the "Tokens").

B. The Tokens relate to the real-world asset identified in Schedule A.

C. The Purchaser wishes to purchase, and the Issuer wishes to issue and sell, the Tokens on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

Transaction Particulars

Commercial Term	Details
Effective Date	[●]
Issuer	[●]
Purchaser	[●]
Offering Name (if applicable)	[●]
Token Name	[●]
Token Symbol	[●]
Underlying Asset	[●]
Number of Purchased Tokens	[●]
Price per Purchased Token	[●]
Aggregate Purchase Price	[●]
Settlement Currency	[●]
Payment Method	[●]
Closing Date	[●]
Delivery Method	[On-Chain Transfer / Custodian / Other]
Purchaser Wallet Address (if applicable)	[●]
Blockchain Network (if applicable)	[●]
Token Standard (if applicable)	[●]
Governing Law	[●]
Special Conditions	[●]

1Definitions and Interpretation

1.1 Definitions

In this Agreement:

"Affiliate" means, with respect to a Party, any Person that directly or indirectly controls, is controlled by, or is under common control with that Party.

"Applicable Law" means any applicable law, regulation, rule, order, judgment, or governmental requirement relating to this Agreement or the transactions contemplated hereby.

"Business Day" means any day other than a Saturday, Sunday, or public holiday in [Jurisdiction].

"Closing" means the completion of the purchase and issuance of the Tokens in accordance with this Agreement.

"Person" means any individual, corporation, partnership, limited liability company, trust, governmental authority, or other legal entity.

"Tokens" means the digital tokens described in Transaction Particulars , together with the rights attached to them under this Agreement and Schedule A.

“Purchased Tokens” means the Tokens issued or to be issued by the Issuer to the Purchaser pursuant to this Agreement, as identified in the Commercial Terms and subject to the rights and restrictions set out in this Agreement and Schedule A.

Capitalized terms not defined in this Agreement have the meanings given in the applicable Schedule.

1.2 Interpretation

Unless the context otherwise requires:

(a)references to an Article, Section, or Schedule are references to this Agreement;
(b)headings are for convenience only and do not affect interpretation;
(c)words importing the singular include the plural and vice versa; and
(d)references to Applicable Law include any amendment or replacement thereof.

2Purchase, Closing and Delivery

2.1 Purchase and Issuance

Subject to the terms of this Agreement, the Issuer agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Issuer, the Tokens for the Purchase Price specified in Transaction Particulars.

2.2 Nature of the Purchased Tokens

The Purchased Tokens constitute contractual rights issued by the Issuer in accordance with this Agreement and the Token Rights set out in Schedule A. Except to the extent expressly provided in this Agreement or Schedule A, the Purchased Tokens shall not constitute equity securities, debt obligations, partnership interests, units of beneficial ownership, or direct legal title to the Underlying Asset.

The rights attaching to the Purchased Tokens are limited to those expressly described in this Agreement and Schedule A, and no additional rights shall arise by implication.

2.3 Closing

The Closing shall take place on the Closing Date specified in Transaction Particulars , or on such other date as the Parties may agree in writing.

2.4 Conditions to Closing

The obligations of the Parties are subject to:

(a)payment of the Purchase Price by the Purchaser;
(b)satisfaction of the requirements set out in Schedule B; and
(c)compliance with Applicable Law.

2.5 Delivery of Tokens

Following the Closing, the Issuer shall issue or cause the Tokens to be issued to the Purchaser in accordance with the delivery instructions specified in Transaction Particulars.

2.6 Records

The Issuer shall maintain, or cause to be maintained, appropriate records of the issuance of the Tokens.

3Representations and Warranties

3.1 Issuer

The Issuer represents and warrants that:

(a)it is duly organized and has the authority to enter into and perform this Agreement;
(b)this Agreement constitutes its valid and binding obligation;
(c)the issuance of the Tokens complies in all material respects with Applicable Law;
(d)it has the right to issue the Tokens in relation to the asset identified in Transaction Particulars ; and
(e)to its knowledge, the information provided in connection with this Agreement is not materially false or misleading.

3.2 Purchaser

The Purchaser represents and warrants that:

(a)it has the legal capacity and authority to enter into this Agreement;
(b)this Agreement constitutes its valid and binding obligation;
(c)it has independently evaluated the purchase of the Tokens;
(d)the Purchase Price will be paid from lawful sources; and
(e)all information provided by the Purchaser in connection with this Agreement is true and complete in all material respects.

3.3 Survival

The representations and warranties contained in this Article shall survive the Closing for the period specified in Transaction Particulars , unless otherwise required by Applicable Law.

4Issuer Obligations

4.1 Issuance of Tokens

The Issuer shall issue the Tokens in accordance with this Agreement and the specifications set out in Commercial terms.

4.2 Compliance

The Issuer shall comply with Applicable Law in connection with the issuance, administration, and transfer of the Tokens.

4.3 Information

The Issuer shall provide the Purchaser with such information relating to the Tokens as is expressly required under this Agreement or Applicable Law.

4.4 Records

The Issuer shall maintain, or cause to be maintained, accurate records relating to the issuance of the Tokens.

4.5 Further Assurances

Each Party shall execute such documents and take such actions as may be reasonably required to give effect to this Agreement.

5Token Rights

5.1 Rights Attached to the Tokens

The rights attached to the Tokens are set out in Schedule A. Except as expressly provided in this Agreement or Schedule B, the Tokens do not confer any additional rights.

5.2 Transfer of Tokens

The Tokens may be transferred only in accordance with this Agreement, Schedule A, and Applicable Law.

5.3 No Implied Rights

Ownership of the Tokens shall not, by itself, confer any ownership interest in the Issuer or the underlying asset except to the extent expressly provided in this Agreement or Schedule C

5.4 Corporate Actions

If a corporate action or other event materially affects the Tokens or the underlying asset, the Issuer shall administer the Tokens in accordance with this Agreement and Schedule C.

6Compliance

6.1 Regulatory Compliance

Each Party shall comply with all Applicable Laws in connection with this Agreement and the purchase, issuance, holding, or transfer of the Tokens.

6.2 Customer Due Diligence

The Purchaser shall provide such information and documentation as the Issuer may reasonably require to satisfy applicable know-your-customer, anti-money laundering, sanctions, or similar legal requirements. The Issuer may defer or decline the issuance of the Tokens until such requirements have been satisfied.

6.3 Sanctions

Each Party represents that it is not a person or entity subject to applicable sanctions or restrictions that would make the transactions contemplated by this Agreement unlawful.

6.4 Regulatory Changes

If a change in Applicable Law materially affects the issuance, transfer, or administration of the Tokens, the Parties shall cooperate in good faith to implement any changes reasonably necessary to comply with such Applicable Law.

7Risk Allocation

7.1 Acknowledgement of Risk

The Purchaser acknowledges that the purchase and ownership of the Tokens involve commercial, legal, regulatory, technological, and market risks.

7.2 No Guarantee

Except as expressly provided in this Agreement, the Issuer makes no representation or warranty regarding the future value, performance, liquidity, or marketability of the Tokens or the underlying asset.

7.3 Independent Decision

The Purchaser confirms that it has made an independent decision to purchase the Tokens and has relied on its own assessment and professional advisers, if any.

7.4 Limitation

Nothing in this Article limits any representation, warranty, or obligation expressly assumed by the Issuer under this Agreement or limits any liability that cannot be excluded under Applicable Law.

8Default and Remedies

8.1 Events of Default

A Party shall be in default under this Agreement if it:

(a)materially breaches this Agreement and fails to remedy such breach within [●] days after receiving written notice; or
(b)fails to perform any material obligation required to complete the transactions contemplated by this Agreement.

8.2 Remedies

Upon the occurrence of an Event of Default, the non-defaulting Party may, subject to Applicable Law:

(a)suspend performance of its obligations under this Agreement;
(b)terminate this Agreement by written notice; and
(c)pursue any other rights or remedies available under this Agreement or Applicable Law.

8.3 Effect of Termination

Termination of this Agreement shall not affect:

(a)any rights or obligations accrued before the effective date of termination; or
(b)any provision that expressly or by its nature survives termination.

9General Provisions

9.1 Notices

Any notice under this Agreement shall be given in accordance with Schedule C.

9.2 Confidentiality

Each Party shall keep confidential all non-public information received in connection with this Agreement, except where disclosure is required by Applicable Law or with the prior written consent of the other Party.

9.3 Assignment

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except to an Affiliate or a successor in connection with a merger, reorganization, or transfer of substantially all of its assets or business.

9.4 Amendments

No amendment or modification of this Agreement shall be effective unless made in writing and signed by both Parties.

9.5 Entire Agreement

This Agreement, together with its Schedules, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, negotiations, and understandings relating thereto.

9.6 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.7 Waiver

No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.

9.8 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without regard to its conflict of laws principles.

9.9 Dispute Resolution

Any dispute arising out of or in connection with this Agreement shall be resolved by the [Courts of [Jurisdiction] / Arbitration administered by [Institution]], as specified in Transaction Particulars.

9.10 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures exchanged electronically shall have the same legal effect as original signatures, to the extent permitted by Applicable Law.

10Miscellaneous

10.1 Further Assurances

Each Party shall, at its own cost, execute such further documents and perform such further acts as may reasonably be required to give full effect to this Agreement.

10.2 No Third-Party Rights

Except as expressly provided in this Agreement, no Person other than the Parties shall have any rights under or arising from this Agreement.

10.3 Counterparts and Electronic Signatures

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all counterparts together shall constitute one instrument. Signatures exchanged electronically shall have the same legal effect as original signatures, to the extent permitted by Applicable Law.

10.4 Priority of Documents

In the event of any inconsistency between this Agreement and the Token Rights (Schedule A), the provisions of this Agreement shall prevail unless expressly stated otherwise. The Transaction Particulars shall prevail over the standard provisions of this Agreement to the extent of any inconsistency.

Execution

IN WITNESS WHEREOF, the Parties have executed this Token Purchase Agreement as of the Effective Date.

ISSUER

[Issuer Name]

By:

Name:

Title:

Date:

PURCHASER

[Purchaser Name]

By: