Token Terms
[TOKEN_NAME] ([TOKEN_SYMBOL]) is a Seed Token for the IC Capital Seed Round. It does not guarantee profit, refund, Fund launch or management rights.
Key Parameters
Max Raise: USD 1,000,000.
Max Token Supply: 1,000,000 Seed Tokens.
Max Investor Pool: up to 30% economic participation in the Management Company on a fully diluted basis, unless updated legal documents provide otherwise.
Company: [COMPANY_NAME], registration number [COMPANY_REGISTRATION_NUMBER]. Management Company: [MANAGEMENT_COMPANY_NAME], jurisdiction [MANAGEMENT_COMPANY_JURISDICTION]. Contact: [CONTACT_EMAIL].
Token: [TOKEN_NAME] ([TOKEN_SYMBOL]). Governing law: [GOVERNING_LAW]. Dispute resolution forum: [DISPUTE_RESOLUTION_FORUM].
Definitions
Seed Token means a digital token issued in the IC Capital Seed Round that confirms a Participant's participation in the seed round and may provide a right to future conversion into a proportional economic interest in the Management Company after a Conversion Event, subject to the Public Offer, Token Terms, KYC/AML Policy and other Project documents.
Management Company means the company that, after registration and/or legal structuring, may manage the fund infrastructure, operating model, trading infrastructure, treasury, reporting, risk management and other elements of the IC Capital business.
Fund means a future fund, investment or asset-management structure that may be created by the Management Company or related persons after legal structuring is completed. Until the Fund is actually launched, the Fund is not deemed created and participation in the Seed Round is not a contribution to fund assets.
Conversion Event means the set of conditions after which a Seed Token may be converted into an economic interest in the Management Company. A Conversion Event may include registration of the Management Company, selection of jurisdiction, approval of corporate structure, preparation of constitutional documents, approval of Token Terms / Conversion Terms, KYC/AML, acceptance of updated legal documents and an official Management Company decision to start conversion.
Converted Share or Economic Interest means the proportional economic participation in the Management Company that a Participant may receive after a Conversion Event. Converted Share does not grant veto rights, management control, blocking rights or any right to influence operational, investment, treasury, trading, legal, personnel or strategic activity.
Investor Pool means the maximum aggregate economic participation of all Seed Token holders in the Management Company after conversion. The indicative maximum Investor Pool is up to 30% on a fully diluted basis if the Max Raise is fully raised, unless updated legal documents provide otherwise.
Buyback means a mechanism for repurchase of Converted Share by the Management Company, Founder SPV or another person designated by the Management Company. Buyback is the sole or primary exit mechanism unless the Management Company expressly agrees otherwise in writing.
Dividend Distribution means a possible distribution of part of the Management Company's net profit among holders of Converted Share according to their proportional participation, subject to net profit, liquidity, approval by the competent body of the Management Company and absence of legal, tax, operational or financial restrictions.
Seed Token Role
Before a Conversion Event, the Seed Token is a digital confirmation of seed round participation and a conditional right to future conversion. It is not a final Management Company share, security, debt instrument, deposit or guaranteed right to profit.
Before a Conversion Event, the Token does not grant rights to Fund or Management Company assets, voting, veto, management, guaranteed buyback, guaranteed dividends or a right to require Fund launch.
Conversion Formula
Investor Converted Share = Investor Tokens / Max Token Supply x Max Investor Pool.
The base denominator is Max Token Supply, not actual sold supply. Example: 10,000 / 1,000,000 x 30% = 0.3%.
Conversion may occur only after [CONVERSION_EVENT_DATE_OR_CONDITION], Conversion Notice, KYC/AML, wallet verification, acceptance of current documents and a Management Company decision.
Transfer Restrictions
Before a Conversion Event, secondary transfer may be prohibited or allowed only between whitelisted / KYC-approved participants. Technical transfer does not guarantee legal recognition.
After a Conversion Event, Converted Share may not be sold or transferred to third parties without prior written consent of the Management Company.
Economic Rights After Conversion
Converted Share is a non-voting economic interest. It may provide a right to proportional participation in the part of net profit determined by the Management Company as available for distribution.
Dividends are not guaranteed. The maximum quarterly Dividend Pool for Converted Share holders may be limited to 10% of net profit for the relevant period unless otherwise approved.
Buyback
The primary exit mechanism is Buyback. Buyback is not automatic or guaranteed and occurs only with Management Company consent under the Buyback Policy.
Maximum Buyback Cap = Initial Subscription Amount x 10. 10x is a cap, not a guarantee; Actual Buyback Price may be lower or buyback may be rejected or deferred.
KYC/AML and Whitelist
Seed Token, recognized balance, conversion, buyback or dividend distribution may be recognized only for Eligible Holders who passed KYC/AML, sanctions screening, wallet ownership verification and accepted current documents.
Risks
Seed Token involves non-launch risk, conversion risk, regulatory risk, liquidity risk, market risk, smart contract risk, wallet risk, dilution/structuring risk, tax risk and risk of total loss. The Participant must read the Risk Disclosure.