The Note - a digital token by Republic, a US company backed by Binance & Neo

[republic.sup]

What kind of startups are accepted to raise?

Pls look https://republic.co/help/category/investing

[republic.sup]

Is there a limit on how much I can raise?

For compliance purposes, we use each offering's closure date to select investments in the rolling 12-month calculation, and not the investment commitment date.

Investment limits are calculated as (Investment commitments as of the date of the campaign they are associated's closing for the next 365 days + any disclosed Title III investments made on other portals).

For example, an investment commitment of $100 made on 1/1/17 for a campaign that closed successfully on 2/1/18, would count as being made and going against an investor's investment limit from 2/1/18 to 2/1/19.

This means that an investment made during a campaign can count against your 12 month rolling investment limit for more than 12 months depending on when the campaign closes. Please consult your investor profile to see your current limit.

[Ananksunamun]

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 investors––specifically 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.

[Capipastra]

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 investors––specifically 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.

[CryptoAliance]

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 investors––specifically 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?
We’ve made the Token DPA flexible enough to work for companies at every stage of development––whether they’re 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, we’ve 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.

[DivinityEgo]

Use & Customize
The Token DPA’s terms can be modified to meet projects’ specific needs, allowing the loan to be paid back in cash or Tokens. For example, you can give your project breathing room by pushing back the date interest accrues. To reward early supporters, you can also ensure investors get preferential pricing on tokens if a token distribution event ever occurs. To make the Token DPA a more flexible instrument than the SAFT, the Token DPA can grant investors (instead of the company) the choice to have all or part of their monies refunded before the loan is paid back. There is no guarantee a company will have the funds to return a investor’s principal, purchasing a Token DPA can result in a total loss.

In the event the start up folds due to insolvency, Token DPA holders may not receive tokens or cash back, but as debt holders they would be entitled to any available assets over equity or SAFT holders, during a dissolution of the business, generally.

[DonyTramp]

Use & Customize
The Token DPA’s terms can be modified to meet projects’ specific needs, allowing the loan to be paid back in cash or Tokens. For example, you can give your project breathing room by pushing back the date interest accrues. To reward early supporters, you can also ensure investors get preferential pricing on tokens if a token distribution event ever occurs. To make the Token DPA a more flexible instrument than the SAFT, the Token DPA can grant investors (instead of the company) the choice to have all or part of their monies refunded before the loan is paid back. There is no guarantee a company will have the funds to return a investor’s principal, purchasing a Token DPA can result in a total loss.

In the event the start up folds due to insolvency, Token DPA holders may not receive tokens or cash back, but as debt holders they would be entitled to any available assets over equity or SAFT holders, during a dissolution of the business, generally.

A Token DPA can have a hard cap on the time period money may be borrowed in, ensuring that investors’ capital isn’t contributed to a project that won’t materialize within a set period of time.

[Fenomenon]

Planning a token sale, or already held one?
Want to give non-accredited investors the same access as your accredited investors?

Contact us crypto@republic.co

[Hariton Vladimirovich]

For investors
Even as development in the blockchain space is accelerating rapidly, existing regulations make it a risky proposition for token issuers to let everyday people participate in their pre-sales, leaving most people out. Previously, if you weren’t a US accredited investor – meaning you didn’t meet a high income/net worth threshold (3% of the US population), you couldn’t legally participate in public crypto-assets offerings pursuant to Rule 506(c) - also known as Reg D or an advertised private placement. We created the Token DPA, an instrument appropriate for investment crowdfunding, to help change that.

Anyone 18 or older can purchase the Token DPA through a Republic Crypto offering — American or international citizens, accredited or non-accredited investors and even certain types of entities.

[Heddion]

Token DPA — an interest bearing loan that can be converted to tokens

[Inkassator]

Token DPA — an interest bearing loan that can be converted to tokens

When you join a project on Republic Crypto, you typically receive a security called the Token DPA (Debt Payable by Assets) from the company you loaned money to.

[Jenny Briane White]

Token DPA — an interest bearing loan that can be converted to tokens

When you join a project on Republic Crypto, you typically receive a security called the Token DPA (Debt Payable by Assets) from the company you loaned money to.

As a loan contract between you and a blockchain startup, the Token DPA is the right to receive interest on your loan or have your loan paid back in the future with the token. The ability to have your loan paid back in tokens is contingent on a trigger event, meaning you will not receive tokens unless a token distribution event occurs.

The Token DPA allows investors to earn interest on the money they lend blockchain companies. With the value of principal of the loan rising due to interest and a promised discount on tokens, investors who hold a Token DPA can receive an advantaged rate on Tokens after a period of time, token distribution offering occurs and the company uses the money responsibility.

[Jon Winston]

Token DPA — an interest bearing loan that can be converted to tokens

When you join a project on Republic Crypto, you typically receive a security called the Token DPA (Debt Payable by Assets) from the company you loaned money to.

As a loan contract between you and a blockchain startup, the Token DPA is the right to receive interest on your loan or have your loan paid back in the future with the token. The ability to have your loan paid back in tokens is contingent on a trigger event, meaning you will not receive tokens unless a token distribution event occurs.

The Token DPA allows investors to earn interest on the money they lend blockchain companies. With the value of principal of the loan rising due to interest and a promised discount on tokens, investors who hold a Token DPA can receive an advantaged rate on Tokens after a period of time, token distribution offering occurs and the company uses the money responsibility.

Companies provide check-points when investors can request to be paid back, in cash. It should be noted that payment can only be made if the company has retained assets sufficient to service the debt or made money.

[Junior Hollow]

Generally, the Token DPA relies on issuing companies to manage the money they raise responsibly, to ensure monies are left if investors request a full or partial refund under the terms of the Token DPA. You should be aware that if enough investors request a refund, it could make the company insolvent - the company may not have sufficient funds to pay all redemption requests. The Token DPA provides flexibility for issuers and investors in the form of an optional escrow provision. a company selects to use an escrow account, the Token DPA can require that a percentage of the monies raised will be held in escrow, ensuring a hard cap on investors’ loss for a set term of the DPA - investors should note this protection relies on the company issuing the Token DPA following its terms and that placing funds raised in escrow will reduce the amount of working capital the company will have, which may have negative effects on company’s day-to-day operations.

[Larion Drake]

Can I sell or transfer my Token DPA?

[Miriam WolfStavish]

Can I sell tokens I receive through the Token DPA?

[MQAffi]

How do I purchase a Token DPA?

[republic.sup]

How can I earn a return?

Pls look. More details https://republic.co/investors/why-invest

[republic.sup]

We appreciate the helpful feedback of friends and attorneys, and we expect we will iterate further on the Token DPA. Please send your comments to crypto@republic.co.

Yes right. We always welcome feedback.

[republic.sup]

How can I earn a return?

Startup investing is risky and there are no guarantees of a return: many startups fail, and investments are lost. But some startups will succeed, and if they get acquired or IPO at a valuation higher than the one at the time of your investment, you will earn a return.

Additionally, if the company has another financing round, it can decide to issue Shadow Shares to you, with economic rights that provide a return.