A token purchase agreement sets what investors pay, what they receive and when tokens actually reach their wallets. We draft and negotiate TPAs and token warrants with clear delivery, vesting and transfer terms, and we flag securities-law questions that depend on your facts. Each engagement is a flat fee, quoted before we start.
At a glance
- Practice
- Crypto
- Pricing
- Flat fee, quoted before we start
- Included
- 6 deliverables
- Process
- 3 steps, one named attorney
- Where we work
- Slack, email or a call
When founders call us
The moments that usually bring a company to us for this work.
- 01
An investor wants token exposure alongside or instead of equity in your round
- 02
You are selling tokens before network launch and need delivery terms tied to a launch event
- 03
You are attaching token warrants to a SAFE or priced equity round
- 04
A strategic buyer wants a discounted token allocation with a lockup
What you get
Scoped in writing before we start. One flat fee for all of it.
- Token purchase agreement or token warrant tailored to your raise
- Delivery mechanics, including what happens if the network never launches
- Lockup, vesting and transfer restriction schedule
- Purchaser eligibility representations and offering exemption considerations, noted as fact-dependent
- Coordination with your equity documents and cap table
- Issues memo highlighting securities and tax questions to resolve with your advisors
How it works
- 1
Understand the token
We review the token's function, launch plan and how it relates to your equity.
- 2
Draft the documents
We prepare the TPA or warrant and align it with your equity round documents.
- 3
Negotiate and close
We work through investor comments and deliver execution versions.
Mistakes we help you avoid
The ones we see most often, and catch before they cost you.
- Avoided
Promising a token delivery date with no fallback if the network launch slips
- Avoided
Issuing token warrants that conflict with equity holders' rights or the company charter
- Avoided
Selling to purchasers without confirming eligibility under the offering exemption you rely on
- Avoided
Writing marketing language into the agreement that reads like a promise of profit
Token Purchase Agreement (TPA): questions founders ask
It depends on the facts, including how the token is sold, what purchasers expect and how the network operates. Courts and the SEC have applied the Howey test to token sales, and views on specific structures continue to evolve. We flag the factors in your documents and do not give a blanket conclusion.
A token warrant gives an equity investor the right to receive tokens if and when the company launches a token, usually in proportion to their investment. It sits alongside a SAFE or stock purchase. The key terms are allocation, timing and lockup.
A SAFT is a specific form of agreement for future tokens, modeled on the SAFE, that was common in earlier token sales. Token purchase agreement is a broader term covering present or future token sales with various structures. The right form depends on whether tokens exist yet and how the sale is structured.
Lockups serve commercial purposes like aligning long-term holders, and they can also matter to how a sale is analyzed under offering exemptions. Their effect depends on the overall structure. We draft them to fit both the business goal and the exemption you plan to rely on.
Get a flat-fee quote for Token Purchase Agreement (TPA).
A short call with an attorney. You leave with a written scope and one fixed price.
Book a call