Token purchase agreement

A token purchase agreement (TPA) is the contract that governs an investor's purchase of tokens in a tokenized offering. It plays the same role a subscription agreement plays in a traditional securities raise, with extra terms for the mechanics of delivering and holding a token.

A TPA typically covers:

• Price and payment - the amount purchased and whether payment is in fiat or a stablecoin.
• Token delivery - how and when tokens are minted to the investor's verified wallet.
• Transfer and lock-up terms - the resale restrictions and holding periods, which are then enforced on-chain through a whitelist or transfer-restriction logic.
• Investor representations - the same core warranties (accredited status, investment intent, receipt of disclosures) that a subscription agreement collects.

When the tokens themselves are securities - which they usually are, as a security token - the TPA does not replace the securities framework. It sits alongside a private placement memorandum under the same private placement exemption, most often Regulation D.

A related but distinct instrument is the SAFT (Simple Agreement for Future Tokens), historically used to sell the right to tokens that do not exist yet; a TPA generally governs tokens being delivered as part of the sale. The precise structure and enforceability of a TPA depend on the facts of the deal and the jurisdiction.

Source: U.S. SEC (sec.gov), as of 2026.