If you are a private investor in a business, you are known as an underwriter. A subscription contract is a promise by the company to sell a certain number of shares to an investor at a certain price and an agreement by the investor to pay that price. If you own a business and have promised to sell a certain number of shares to an investor at a certain price, you need to define the details with a subscription contract. A subscription contract exists between a company and a private investor to sell a certain number of shares at a certain price. This investor completes a form that documents their eligibility for an investment in the partnership. A subscription contract can also be used to sell shares of a private company. The subscription contract is part of the private placement memorandum. Companies make these memos available to investors. It replaces a prospectus . . .