Subscription agreement

A subscription agreement is the contract an investor signs to buy securities in a private placement. If the private placement memorandum is the document that tells the investor about the deal, the subscription agreement is the one that actually binds them to it.

A subscription agreement does several jobs at once:

• Commits the purchase. It states how many securities the investor is buying, at what price, and how payment is made.
• Collects investor representations. The investor warrants key facts the issuer is legally relying on - most importantly that they are an accredited investor (or a sophisticated one), that they are buying for investment and not immediate resale, and that they received and read the disclosure documents.
• Gives the issuer acceptance rights. A subscription is an offer to buy that the issuer can accept or reject, which lets the issuer control who gets in.

It is usually accompanied by an investor questionnaire that establishes eligibility, and the investor's representations are a core part of the issuer's basis for the exemption.

In a tokenized raise, the subscription agreement is often adapted into - or paired with - a token purchase agreement that adds the mechanics of delivering tokens to a verified wallet and the on-chain transfer restrictions. The exact representations and terms are deal-specific.

Source: U.S. SEC (sec.gov), as of 2026.