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The Private Token Sale Agreement is a crucial document used in the UAE's rapidly evolving digital asset landscape, particularly relevant given the emirate's position as a global crypto hub. This agreement is essential when companies or projects wish to conduct private sales of digital tokens to specific investors while ensuring compliance with UAE federal laws and VARA regulations. It encompasses comprehensive details about the token offering, including technical specifications, purchase terms, compliance requirements, and risk disclosures. The document is specifically designed to address the unique regulatory environment of the UAE, incorporating necessary provisions for AML compliance, investor protection, and digital asset regulations. It's particularly relevant for both UAE-based entities and international companies looking to conduct token sales in the UAE market, providing a structured framework that aligns with local regulatory requirements while protecting the interests of both issuers and purchasers.

1. Parties: Identification of the Token Issuer and the Purchaser, including registration details and addresses

2. Background: Context of the token sale, brief description of the project, and purpose of the agreement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including technical and legal terminology

4. Token Sale Terms: Specific details about the tokens being sold, including price, payment method, and quantity

5. Purchase Process: Step-by-step process for token purchase, including KYC/AML requirements and payment mechanisms

6. Token Rights and Restrictions: Description of rights attached to tokens and any transfer or usage restrictions

7. Representations and Warranties: Statements of fact and promises made by both parties, including regulatory compliance

8. Compliance Obligations: Regulatory compliance requirements, including VARA regulations and AML/CFT obligations

9. Risk Factors: Disclosure of risks associated with the token purchase

10. Indemnification: Provisions for compensation in case of breach or misrepresentation

11. Confidentiality: Protection of confidential information shared during the token sale process

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for dispute resolution

14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment