What is a Subscription Agreement?
A Subscription Agreement is the contract an investor signs to purchase securities in a private offering.
In tokenized real estate, it is the document that commits the investor to acquire tokens in the SPV at a stated price and binds them to the operating agreement and the disclosures made in the PPM.
What a Subscription Agreement Does
The subscription agreement turns an expression of interest into a binding commitment. The investor agrees to purchase a specified number of tokens at a specified price, and the SPV agrees to issue those tokens upon receipt of funds and satisfaction of the agreed conditions.
It also locks in the relationship between the investor and the SPV. By signing, the investor accepts the terms of the operating agreement, acknowledges receipt of the PPM, and joins the cap table on the same legal basis as every other holder of that token class.
Investor Representations and Warranties
A core function of the subscription agreement is to capture the investor’s representations. The investor confirms accreditation status, jurisdiction, source of funds, and ability to bear the economic risk of the investment, and warrants that the information provided to the issuer is accurate.
These representations matter for the issuer’s compliance with the offering exemption. Under Reg D 506(c), the issuer must take reasonable steps to verify accreditation, but the investor’s own representations form an additional layer of evidence that the offering rules were satisfied at the point of subscription.
Subscription Mechanics and Closing
The agreement specifies how funds are paid, where they are held until closing, and what happens if the offering does not close. Funds are typically held in escrow until the issuer accepts the subscription, the investor is verified, and any minimum offering size is reached.
At closing, the issuer countersigns the agreement, releases funds from escrow, and instructs the smart contract to issue tokens to the investor’s whitelisted wallet. The countersignature is what completes the contract; until that point, the investor has made an offer that the issuer can still accept or reject.
How the Subscription Agreement Fits the Document Set
The subscription agreement is one of three core documents in a private offering. The PPM discloses the deal, the operating agreement governs the SPV, and the subscription agreement is the bridge between the two. It is what turns disclosure and governance into an actual investment.
In tokenized offerings, the subscription agreement also references the technical mechanics of issuance. The investor confirms the wallet address that will receive the tokens, acknowledges the transfer restrictions encoded in the smart contract, and accepts that on-chain records will be the authoritative register of their holding.
Subscription Agreements at Node Proptech
Each Node Proptech offering uses a subscription agreement that captures investor representations, references the PPM and operating agreement, ties the subscription to the verified wallet address, and acknowledges the transfer restrictions enforced by the smart contract. The signed agreement, the verification record, and the on-chain issuance together form the complete legal and technical record of every token holder’s position in the offering.