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Token DPA vs. SAFT and SAFTE
Currently, the SAFT (Simple Agreement for Future Tokens) is the instrument widely used by blockchain companies to pre-sell tokens. Republic Crypto aims to change that with the Token DPA. Although the SAFT dominates as a token presale agreement with accredited investors, Republic believes that this instrument is not optimal for less sophisticated retail investorsspecifically when the SAFT includes no maturity date or a provision to claim company assets if a project fails. The use of the derivative SAFTE (Simple Agreement for Future Tokens & Equity) which provides the prospect of future equity may not provide adequate protection if the project fails as equity holders are generally below debt holders in the event of a liquidation.

Our team realized: Who wants an IOU when we have existing established regimes for lending money to projects and leaving deposits on future purchases?

We're primarily concerned with how many SAFT instruments allows investors' token distribution rights to expire without the recourse of being a debtor as well as the inability of investors' to request money back if goals or projects never materialize on the promised schedule. Our team can reduce these concerns with the Token DPA, providing flexible terms favorable to investors interests. Despite using a framework for every agreement, each Token DPA is different and investors should read and understand each investment contract before making an investment.

With a standard SAFT, investors must wait for a public token sale or distribution by an issuing company to receive tokens, otherwise their right to a return on their investment can be left unfulfilled, possibly forever. In contrast, the Token DPA provides a method for investors to either receive part or all of their principal back, earn a cash return or receive the desired tokens when certain events occur. It should be noted, these protections rely on the company issuing the Token DPA abiding by its terms, there can be no guarantee of this. For example, if a company issuing a Token DPA spends all of their capital before investors right to request a return of capital occurs, investors could force the company into insolvency when they make the request.

What types of companies use the Token DPA?
Weve made the Token DPA flexible enough to work for companies at every stage of developmentwhether theyre ramping up their projects and are looking for early followers or have sufficient funding, are releasing their protocols, and now want to legally involve supporters who might not be accredited investors. Either way, weve designed the Token DPA for companies to get tokens into the hands of their users, friends, and followers. Under federal securities law, companies can not publicly sell most tokens (or the rights to tokens) to unaccredited investors without seeking a proper securities registration exemption; otherwise, they risk sanction for improperly selling securities. The Token DPA is an effective instrument to sell the right to tokens to anyone, using Reg CF or other securities exemptions.

How it works:

Companies use the Token DPA to issue debt and collect necessary capital to build out their proof of concept, finalize their white paper and build their protocol. If a company is more advanced and already has done all of that, they can use the capital infusion to hire more staff, market their product, increase their working capital, engage legal counsel and prepare for the distribution of their tokens.