The STAMP
The STAMP (Simple Token Agreement, Market Protected) is NovaDAO's legal framework for token sales. It provides a standardized, investor-friendly agreement that combines the simplicity of a SAFE with on-chain market protections.
Why the STAMP Exists
Traditional token sale agreements (SAFTs, SAFEs, token warrants) have significant shortcomings:
- SAFTs were designed for a pre-regulatory era and lack investor protections.
- SAFEs were built for equity and do not map cleanly to token economics.
- Token warrants are complex, jurisdiction-dependent, and expensive to draft.
- None of these instruments incorporate on-chain protections like NAV floors.
The STAMP solves these problems by creating a single, standardized agreement that integrates directly with NovaDAO's smart contract infrastructure — including the Bid Wall NAV protection.
Who Is the STAMP For
New Startups
Projects conducting their first token sale. The STAMP provides a clean, simple legal structure without the overhead of custom legal work.
Existing Projects
Projects with an existing cap table that want to raise additional funds through NovaDAO. The STAMP can accommodate prior investors and existing token distributions.
How the STAMP Works
For New Startups
Define Token Economics
Set your total supply, distribution percentages, vesting schedules, and the ICO price. These parameters are locked into the STAMP agreement.
Sign the STAMP
The founding team signs the STAMP, which commits them to the defined tokenomics, the Bid Wall allocation, and the performance package milestones.
ICO Participants Agree
Each participant in the ICO agrees to the STAMP terms when they contribute. This creates a binding agreement between the project and every token holder.
Smart Contracts Enforce
The key protections — NAV floor, vesting schedules, performance escrow — are enforced by Soroban smart contracts. The legal agreement and the code are aligned.
For Existing Cap Tables
Disclose Existing Investors
Provide a full cap table showing all prior investors, their allocations, and their vesting terms. This is published as part of the STAMP for transparency.
Harmonize Vesting
Existing investor tokens must be subject to vesting terms that are at least as restrictive as the team's vesting. No insider can have more favorable unlock terms than the founding team.
Lock Existing Tokens
All pre-existing token allocations are locked in the conditional vault contract with the agreed vesting schedule. This is a prerequisite for the ICO to proceed.
Key Terms
| Term | Description |
|---|---|
| NAV Protection | Token holders can always redeem at the Bid Wall NAV price, providing a guaranteed floor backed by on-chain reserves. |
| Performance Escrow | A portion of funds is held in escrow and released only when milestones are met, as verified by governance vote. |
| Team Vesting | Team tokens are subject to a minimum 12-month cliff and 36-month linear vesting, enforced by smart contract. |
| Transparency Commitment | Projects agree to quarterly financial reporting, monthly development updates, and on-chain verifiable fund usage. |
| Governing Law | The STAMP specifies the governing jurisdiction. Smart contract enforcement is primary; legal enforcement is the fallback. |
| Dispute Resolution | Disputes are resolved first through on-chain governance, then through binding arbitration under the specified jurisdiction. |
Benefits
For Founders
- Standardized: No need to spend $50K+ on custom legal agreements. The STAMP is a battle-tested template that works out of the box.
- Credibility: Using the STAMP signals to investors that you are serious about transparency and accountability.
- Smart contract alignment: The legal terms and the on-chain enforcement are designed together, eliminating ambiguity.
- Community trust: Investors know exactly what they are getting because the STAMP is standardized and publicly documented.
For Investors
- NAV guarantee: The Bid Wall provides a hard floor that is enforced by code, not promises.
- Milestone accountability: Funds are released in tranches tied to real deliverables, not arbitrary timelines.
- Full transparency: Cap tables, fund usage, and development progress are all publicly visible.
- Governance rights: Token holders have a real voice in fund releases and project direction through futarchy governance.
Learn about the NOVA token: NOVA Token Details