The Token Subscription Agreement serves as the primary legal framework for token offerings in Singapore's regulated digital asset space. This document is essential when companies or entities wish to issue digital tokens to investors or users, whether for utility, security, or other purposes. The agreement must comply with Singapore's comprehensive regulatory framework, including the Payment Services Act 2019 and MAS Guidelines. It typically includes detailed sections on token rights, compliance obligations, risk disclosures, and purchase terms, while incorporating necessary AML/CFT requirements.
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1. Parties: Identification of the token issuer and subscriber
2. Background: Context of the token offering and purpose
3. Definitions: Key terms used in the agreement including token specifications
4. Subscription Details: Number of tokens, price, and payment terms
5. Token Rights: Rights and limitations associated with token ownership
6. Representations and Warranties: Statements of fact and assurances by both parties
7. Compliance Obligations: KYC/AML requirements and regulatory compliance
8. Risk Disclosures: Disclosure of risks associated with token investment
1. Lock-up Period: Optional provisions for restrictions on token transfer or sale, used when tokens have vesting or transfer restrictions
2. Staking Provisions: Optional terms for token staking mechanisms and rewards, included when tokens can be staked
3. Governance Rights: Optional provisions for voting or governance participation rights, included when tokens confer governance rights
1. Token Specifications Schedule: Technical details and specifications of the token including smart contract details
2. KYC Requirements Schedule: Detailed documentation requirements for customer verification and onboarding
3. Risk Disclosure Statement: Comprehensive statement of risks associated with token investment
4. Token Economics Schedule: Detailed breakdown of token distribution, vesting schedules, and tokenomics
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