Free SAFT Template: Simple Agreement for Future Tokens

What is a SAFT agreement, and why does it matter?

A SAFT is an agreement in which a purchaser pays a company that is building a blockchain network and, in return, gets the right to receive the network's tokens once they exist. The structure was described in 2017 by the law firm Cooley and Protocol Labs, the company behind Filecoin, and was modeled on the SAFE that startups use to raise money for future shares.

The idea was to separate the fundraising from the tokens: sell the right to future tokens only to accredited investors, as a security, and deliver the tokens later once the network worked. Regulators did not accept that the separation changed what was being sold. In 2020 a US federal court, in the SEC's case against Telegram, treated the presale and the expected resale of the tokens as one securities offering.

SAFTs are still used, mostly for private token rounds sold to accredited and non-US investors under securities law exemptions, with the tokens locked for a period after launch. Many projects that also have equity investors now use a SAFE or a stock purchase agreement plus a token warrant instead. The rules on crypto tokens are changing in the US and elsewhere, so a SAFT is a document to use with a lawyer, not instead of one.

When to use this template

You are raising money for a blockchain network that is still being built, and your investors want tokens rather than shares.
Your purchasers are accredited investors, or investors outside the US who may lawfully buy under their own countries' rules.
You want each purchaser's share of the total token supply fixed on the day they sign.
You want a written release schedule and a refund route if the network does not launch.

When it is not the right document

Selling tokens to the general public. A public sale needs a registered offering or a specific exemption, and the rules differ in every country.
An investor who also wants shares in the company. Use a SAFE or a stock purchase agreement for the equity, with a token warrant or side letter for the tokens.
Tokens that already exist and trade. Selling existing tokens needs a token purchase or transfer agreement, not a right to future tokens.
Rewarding employees or advisers with tokens. That needs a token grant agreement with vesting, written with tax advice.

The SAFT agreement template, section by section

The full text is on the left. Beside each section is a plain-language note on what it does and what to decide before you send it. Words in [brackets] are blanks you fill in.

Simple Agreement for Future Tokens (SAFT)

This agreement, the rights it creates and any Tokens delivered under it have not been registered under the securities laws of the United States or of any other country. They may not be offered, sold or transferred unless they are registered or an exemption from registration applies.

In exchange for the payment by [Purchaser's legal name] (the "Purchaser") of [Purchase amount] (the "Purchase Amount") on or about [Date of the agreement], [Company's legal name], organized under the laws of [Where the company is organized] (the "Company"), grants the Purchaser the right to receive Tokens on the terms of this Simple Agreement for Future Tokens (this "Agreement").

The Tokens are [Token name and ticker], the native tokens of the [Network name] network. The Token Valuation is [Fully diluted token valuation].

1. Tokens at network launch

If the Network Launch occurs before this Agreement ends, the Purchaser will be entitled to a number of Tokens equal to the Purchase Amount divided by the Token Price, delivered on the schedule in the next section.

The "Token Price" is the Token Valuation divided by the Total Token Supply. As a result, the Purchaser's Tokens equal the same fraction of the Total Token Supply as the Purchase Amount is of the Token Valuation.

2. Release schedule and delivery

The Company will release the Purchaser's Tokens as follows:

[When the tokens are released]

The Company will deliver the Tokens to a blockchain address that the Purchaser controls and gives the Company in writing. The Company is not responsible for Tokens delivered to an address the Purchaser gave, or for the Purchaser's loss of access to that address.

Until Tokens are released, the Purchaser will not sell, lend, pledge or hedge them, or agree to do any of these things.

3. Dissolution or no launch

If a Dissolution Event occurs before the Network Launch, the Purchaser will be entitled to receive an amount equal to the Purchase Amount, subject to the payment priority below.

If the Network Launch has not occurred by [Launch deadline], the Purchaser may end this Agreement by written notice to the Company, and the Purchaser will then be entitled to receive an amount equal to the Purchase Amount, subject to the payment priority below.

4. Payment priority

Any amount owed to the Purchaser under the section on dissolution or no launch will be paid from the Company's assets that remain available:

(a) after the Company's debts and the claims of its creditors are paid;

(b) on a par with amounts owed to other purchasers under Token Purchase Agreements, so that if the assets are not enough to pay all of them in full, they are shared in proportion to the purchase amounts; and

(c) before any distribution to the Company's equity holders.

5. Termination

This Agreement ends, and the Company's obligations under it are fully met, when (a) all of the Purchaser's Tokens have been delivered, or (b) the Company has paid, or set aside for payment, the amount owed to the Purchaser under the section on dissolution or no launch.

6. Definitions

In this Agreement:

(a) "Network" means the [Network name] network, protocol or platform that the Company is developing.

(b) "Tokens" means the native digital tokens of the Network described above.

(c) "Network Launch" means the first time Tokens are created and can be transferred by members of the general public on a functioning version of the Network, as determined in good faith by the Company.

(d) "Total Token Supply" means the total number of Tokens created at the Network Launch, including Tokens set aside for the Company, its team, investors, treasury and ecosystem, whether or not they are locked or released.

(e) "Dissolution Event" means a voluntary end to the Company's operations, a general assignment for the benefit of its creditors, or any other liquidation, dissolution or winding up of the Company, voluntary or not.

(f) "Token Purchase Agreements" means this Agreement and the other agreements the Company signs, on terms like these, to sell rights to future Tokens.

7. Developing the network

The Company will use commercially reasonable efforts to develop the Network and to complete the Network Launch. The Company does not promise that the Network Launch will occur, that the Network or the Tokens will work in any particular way, or that the Tokens will have any value or be accepted for trading anywhere.

8. No equity or other rights

This Agreement gives the Purchaser no ownership interest in the Company, no right to vote, to receive dividends or to share in the Company's profits, and no right to any Tokens other than those described in this Agreement.

9. Company representations

The Company represents to the Purchaser that:

(a) it is duly organized and validly existing under the laws of [Where the company is organized], with the power to carry on its business as it is now conducted;

(b) signing, delivering and performing this Agreement is within its powers, has been authorized by its governing body, and makes this Agreement a valid obligation of the Company, enforceable under its terms except as limited by bankruptcy and similar laws and by general principles of equity; and

(c) signing and performing this Agreement does not violate its governing documents, any law or court order that applies to it, or any material agreement it is party to.

10. Purchaser representations

The Purchaser represents to the Company that:

(a) it has full power and authority to sign and perform this Agreement;

(b) if it is in the United States, it is an accredited investor as defined in the rules of the US Securities and Exchange Commission, and if it is elsewhere, it may lawfully acquire this Agreement and the Tokens under the laws that apply to it;

(c) it is acquiring this Agreement for its own account and not with a view to reselling or distributing it;

(d) it understands that it may lose the entire Purchase Amount, that the Tokens may never be delivered, and that any Tokens delivered may have no market or value, and it can bear that loss;

(e) it is not a person with whom dealings are prohibited under sanctions laws, and the Purchase Amount does not come from unlawful activity; and

(f) it will give the Company the information about its identity and the source of its funds that the Company reasonably asks for to meet its legal obligations.

11. Changes in law

If a change in law, or in the stated position of a regulator, would make delivering the Tokens unlawful, or would require the Company to register or obtain a license that it cannot reasonably obtain, the Company may (a) delay delivery until it can lawfully deliver, (b) deliver the Tokens in a different way that complies with the law, or (c) end this Agreement and pay the Purchaser an amount equal to the Purchase Amount, subject to the payment priority above.

12. Taxes

The Purchaser is responsible for its own taxes arising from this Agreement and from receiving, holding or selling the Tokens. The Company may withhold from any payment or delivery any amount that the law requires it to withhold.

13. Transfers

The Purchaser may not transfer this Agreement, or any right under it, without the Company's written consent, except to an affiliate, including a fund managed by the same investment manager. Any transfer must comply with securities laws.

14. Amendments and waivers

Any term of this Agreement may be amended or waived with the written consent of the Company and either (a) the Purchaser, or (b) the holders of a majority of the total purchase amounts of all Token Purchase Agreements on the same terms as this Agreement, provided that the change applies to all of those agreements in the same way.

15. General terms

The laws of [Governing law] govern this Agreement, without regard to its rules on conflicts of law.

This Agreement is the whole agreement between the parties about its subject. If a court finds part of it unenforceable, the rest remains in effect.

Notices under this Agreement must be in writing and may be sent by email to the address each party has given the other for that purpose.

The parties may sign this Agreement electronically and in separate copies, which together form one agreement.

The Company and the Purchaser have signed this Agreement on the date stated above.

Company

SignatureDate

Name

Title

Purchaser

SignatureDate

Name

Title

Check before you send it

A template cannot know your state, your industry or your deal. These are the points most likely to need a change, and the ones to raise with a lawyer.

Securities law. Treat the SAFT as a security. In the US, sell only to accredited investors under a private-offering exemption, and check whether a Form D notice is due. Purchasers in other countries need their own countries' rules checked.
The current regulatory position. US and international rules on tokens have changed several times. Have a lawyer confirm how your token is likely to be treated when it is delivered, not only when the SAFT is signed.
Identity and sanctions checks. Decide how you will verify each purchaser and the source of their funds before you accept money.
Total token supply. Make sure the definition matches your token design, including tokens minted after launch, so every purchaser's share is clear.
The release schedule. Match it to what the team's and other investors' tokens are subject to; purchasers will ask.
Tax. Both the company and each purchaser should check when tokens become taxable and whether the company must withhold.

How to send it with SignThis

Fill in the blanks. Choose "Send this for signature". After a short sign-up you are asked for the details: names, dates, amounts. Anything you skip stays a blank line.
Add who signs. Add the Company and Purchaser, in that order, with their email addresses.
Place the blocks. Detect fields puts signature, date and name blocks on the signing lines. Add a Text block on any blank you want a signer to fill in.
Send. Each person gets a private link and signs in their browser. When the last one signs, everyone receives the sealed PDF and its audit certificate.

To change the wording first, download the Word file, edit it, save it as a PDF and upload that instead.

Questions about the SAFT agreement template

What is the difference between a SAFT and a SAFE?

A SAFE gives an investor the right to future shares in the company, usually when it raises a priced round. A SAFT gives a purchaser the right to future tokens when a network launches, and no stake in the company. Projects with both equity and token investors often use a SAFE for the shares and a token warrant for the tokens.

Is a SAFT a security?

In the US, yes: a SAFT is generally sold as a security under a private-offering exemption, which is why purchasers must usually be accredited investors. Whether the tokens themselves are securities when they are delivered is a separate question that depends on the facts and on how the rules stand at the time.

When does the purchaser receive tokens under a SAFT?

After the network launches, on the release schedule written into the agreement. This template lets you set any schedule, such as a share at launch and the rest released monthly. Until tokens are released, the purchaser may not sell or hedge them.

What happens if the network never launches?

If the company shuts down, or the launch deadline passes and the purchaser asks, the purchaser is owed its purchase amount back. It is paid only from what the company has left after its creditors, and shared with other SAFT purchasers if there is not enough for everyone, so a full refund is not assured.

What is a token warrant?

A token warrant is a short agreement, usually signed alongside a SAFE or a stock purchase, that gives an equity investor the right to receive tokens if the company ever launches them, often in proportion to the investor's ownership. It is common when a startup raises equity first and decides on a token later.