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A subscription agreement is a contract between a company and a private investor for the sale of a specific number of shares at a defined price. It helps track how many shares have been sold and the corresponding prices for privately held companies. The agreement includes detailed transaction information, such as share count, pricing, and confidentiality provisions. Subscription agreements are crucial for companies seeking funding without going public or involving venture capitalists. Advantages include the ability to sell stock without SEC registration, while disadvantages include the lack of voting rights and limited influence on the company's success.