Sign a loan-plus-option deal only if the treasury cannot fund both sides of the book, and in either structure put your negotiating effort into four clauses: obligations, measurement, remedies and the return of inventory. Tokenomist reports that first terms of 6 to 12 months are common. We would not sign for longer until the firm has a measured record on your token.
Who decides this
The CFO owns the commercial structure: what is lent, what is paid and what the options could cost. General counsel owns the drafting, the conduct provisions and the regulatory questions that come with trading a token in the EU, the US or elsewhere. Both answer to the board for a market maker agreement that can be enforced on a bad day, not only signed on a good one.
Loan-plus-option or retainer: which structure should the CFO sign?
Sign a retainer if the treasury can fund the stablecoin side of the book; sign a loan plus call option if it cannot, and book the options as a real cost. Neither is better in general. Flowdesk, a market maker, concludes that the choice depends on objectives, risk tolerance and market conditions.
Under a loan plus call option, the project lends tokens and the firm supplies the cash side and bears the capital risk. The firm is paid through options to buy the tokens at agreed strikes. Under a market maker retainer, the project supplies tokens and quote currency, pays a monthly fee and gets the full loan back at the end.
| Clause area | Loan plus call option | Market maker retainer |
|---|---|---|
| Capital supplied by the project | Tokens only | Tokens and quote currency |
| Capital risk | Market maker | Project |
| Strategy and venues | Mostly set by the market maker | Set by the project with the market maker |
| Pay | Options over loaned tokens | Fixed monthly fee |
| Biggest cost to the project | Option value if the token rises | Cash, paid whether or not targets are met |
| Exit | Options and inventory to unwind | Usually simpler |
| Clause that matters most | Strike ladder and staged return | Fee reduction for missed obligations |
A hybrid is the third option. Tokenomist describes a smaller option package plus a modest cash retainer as a way to move some of the firm’s return back toward service, at a cash cost. For a funded organization with stablecoins on the balance sheet, we usually start the negotiation there.
How should the option package be sized and struck?
Ladder the strikes above the listing price, cover only part of the loan with options, and match the term to the period you actually need support. Each of those three terms moves value between the project and the firm.
Size first. Arrakis reports that many projects lend market makers 2–5% of their token supply today. That is supply, and it belongs in the published allocation and the circulating-supply figure.
Strikes next. Arrakis notes that firms push for the lowest possible strike, and advises setting strikes at the levels where the project would start to diversify its treasury anyway. It also reports that options are often priced with Black-Scholes using the volatility of comparable tokens. Ask for that pricing in writing; it turns a “zero fee” into a number the CFO can put in front of the board.
Coverage and term last. Tokenomist recommends option coverage well below 100% of the loan, so part of the firm’s return still depends on quoting well. Its example of a poor term is a 24-month loan for a token whose liquidity risk sits in the first two quarters after listing. The project then carries option exposure long after it needed the support.
Which obligations make the agreement enforceable?
An obligation is enforceable only when it is numeric, measured by an agreed method and backed by a remedy. Tokenomist gives an example of a clause that meets the first test: a maximum spread of 50 basis points, at least $25,000 on each side of the book, and quotes live 95% of each calendar month on a named list of venues.
Treat that as an illustration, not a benchmark. Arrakis notes that market makers’ KPIs are not standardized and that contract terms vary widely between firms. The right numbers depend on your venues, your float and the trade sizes you expect in the first months.
The second test is measurement. The agreement should say who measures, how often the book is sampled, which data source counts and how disputes are settled. Without a right to independent verification, the firm’s own report is the only record of performance.
The third test is the remedy. Tokenomist lists a fee reduction, a shorter notice period and a right to terminate without penalty. It calls the measurement and remedy clause the most important in the agreement, and we agree: without it, the other numbers are statements of intent. The detail of what to require on depth, spread and uptime is in our guide to the commitments to require from crypto market making services.
What should termination and the return of inventory say?
The agreement should give the project a shorter notice period than the firm and require a staged, scheduled return of unexercised tokens. Tokenomist warns that a large, unscheduled return can thin the market, especially if the firm’s quotes leave the book at the same moment. It also notes that silence on early termination tends to favour whoever holds the tokens.
Four drafting points follow. State whether options survive early termination. Set the return schedule and notice in the termination clause itself. Allow an overlap so a successor firm can be quoting before the first firm’s inventory comes back. And avoid a long term combined with a long notice period for the firm, which Tokenomist says removes the project’s main leverage: the ability to leave.
Three commercial terms are easy to miss. Tokenomist notes that exchange rebates default to whoever holds the account, usually the firm, unless the agreement says otherwise. Exclusivity can block a second firm later. Setup fees appear in some proposals and are usually negotiable, so ask what they cover.
What must the agreement say about conduct and disclosure?
The agreement should forbid the conduct regulators and exchanges treat as manipulation, define how loaned tokens may be used, and assume the exchange will ask to see it. This is general counsel’s section, and the drafting belongs with counsel in each relevant jurisdiction.
In the EU, Article 91 of MiCA prohibits market manipulation in crypto-assets. It covers orders or trades that give false or misleading signals about supply, demand or price, or that hold the price at an artificial level, unless carried out for legitimate reasons. It also names placing orders to start or intensify a trend. A market maker agreement that pays for volume or a price target sits uncomfortably close to that text.
Exchanges are asking questions too. In March 2026, Bankless reported that Binance’s updated guidance asks projects to disclose market maker arrangements, including the firm’s identity, legal entity and contract terms, before launch or listing. The same report says the guidance bans profit-sharing deals with market makers and expects token-loan documents to define how borrowed tokens may be used. Counsel should confirm the current text with the exchange before signing; policies change.
We would add three clauses to every agreement. A representation that the firm will not wash trade or sell volume services on the token. A permitted-use clause for loaned inventory. And an audit right over trading on the token, so the project can answer an exchange or a regulator with records rather than assurances.
What goes wrong: a launch plan that assumed liquidity
The launch plan treats liquidity as solved once a market maker agreement is signed. The CFO approved a loan because it cost no cash. Counsel reviewed the conduct clauses but not the numbers.
The token lists and falls. The agreement has no numeric depth obligation, so the firm pulls back its bids and is still compliant. The options were struck at the listing price, so the firm’s best outcome no longer depends on the book. At month 24, the full loan comes back in one transfer with no successor in place.
None of this needs bad faith. It needs only a plan that assumed liquidity would follow from a signature. The defence is to write the obligations, the measurement and the return schedule before the commercial terms are agreed, and to have one person on the project side who owns the agreement after launch.
How Alcyone approaches it
Alcyone reviews the market maker agreement as part of the launch plan, next to the exchange agreements it has to support. Through Alcyone’s business development and partnerships advisory, its partners review market-making and listing contracts and introduce issuers to exchanges and market makers, while legal drafting, which the services page does not list, belongs with the client’s counsel. Every part of the plan has a named owner, and partners are on the line through the launch window.