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Exhibit 4.15
Form of Subscription Agreement
___________________________________ Expiration Date: __________, 1999,
Number Shares You May Subscribe For unless extended
at the sole discretion
of the Company
AUREAL SEMICONDUCTOR INC.
SUBSCRIPTION AGREEMENT
FOR RIGHTS OFFERING OF SHARES OF COMMON STOCK
Aureal Semiconductor Inc. (the "Company") is conducting a rights
offering which entitles holders of the Company's common stock $0.001 par value
per share (the "Common Stock"), as of the close of business on ________, 1999
(the "Record Date") to purchase one share of Common Stock for every ____ shares
of Common Stock held on the Record Date. Set forth above is the number of shares
of Common Stock that you are entitled to purchase at a subscription price of
$0.60 per share (the "Basic Subscription Privilege"). If any shares of Common
Stock are not purchased by other stockholders pursuant to their Basic
Subscription Privileges (the "Excess Shares"), any stockholder purchasing all of
the shares of Common Stock available to it may purchase an additional number of
the Excess Shares, if so specified in these subscription documents, subject to
proration (the "Over-Subscription Privilege"). No fractional shares or cash in
lieu thereof will be issued or paid.
FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE
RIGHTS OFFERING, PLEASE REFER TO THE PROSPECTUS DATED ____________, 1999 (THE
"PROSPECTUS"), WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM CHASEMELLON SHAREHOLDER SERVICES,
L.L.C. (TOLL FREE (▇▇▇) ▇▇▇-▇▇▇▇).
To subscribe for shares of Common Stock, a stockholder must present to
ChaseMellon Shareholder Services, L.L.C., the Subscription Agent, prior to 5:00
p.m., Eastern Daylight Savings Time, on the Expiration Date, a properly
completed and executed copy of this Subscription Agreement, together with a
money order or check drawn on a bank located in the United States of America and
payable to "ChaseMellon Shareholder Services, L.L.C.," as Subscription Agent or
a wire transfer of funds for an amount equal to the number of shares subscribed
for multiplied by $0.60. ANY RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION DATE
WILL BE NULL AND VOID. ANY SUBSCRIPTION FOR SHARES OF COMMON STOCK IN THE RIGHTS
OFFERING MADE HEREBY IS IRREVOCABLE.
EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably subscribes
for the number of shares of Common Stock indicated below, on the terms and
subject to the conditions specified in the Prospectus, receipt of which is
hereby acknowledged.
(a) Number of shares subscribed for pursuant to the basic
subscription privilege: ___ X $0.60 = $___ payment.
(b) Number of shares subscribed for pursuant to the over-
subscription
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privilege: ___ X $0.60 = $___ payment.
(c) Total Subscription (total number of shares on lines (a) and
(b) multiplied by the subscription price) = $_______ payment.
(d) METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES))
[ ] Check or money order payable to "ChaseMellon Shareholder
Services, L.L.C., as Subscription Agent"; or
[ ] Wire transfer directed to ______________ ABA No.________
Attention: ChaseMellon Shareholder Services, L.L.C.
If the aggregate amount enclosed or transmitted is insufficient to
purchase the total number of shares included in lines (a) and (b), or if the
number of shares being subscribed for is not specified, the holder of this
Subscription Agreement shall be deemed to have subscribed for the maximum amount
of shares that could be subscribed for upon payment of such amount. If the
number of shares to be subscribed for pursuant to the Over-Subscription
Privilege is not specified and the amount of funds enclosed or transmitted
exceeds in the aggregate the subscription price for all shares represented by
this Subscription Agreement (the "Subscription Excess"), the holder of this
Subscription Agreement shall be deemed to have exercised the Over-Subscription
Privilege to purchase, to the extent available, that number of whole shares of
Common Stock equal to the quotient obtained by dividing the Subscription Excess
by the subscription price, subject to the limit on the number of shares as the
holder may purchase pursuant to the Over-Subscription Privilege. To the extent
any portion of the aggregate subscription price enclosed or transmitted remains
after the foregoing procedures, such funds shall be mailed to the subscriber
without interest as soon as practicable.
If the undersigned does not make payment of any amounts due, the Company
reserves the right to (i) find other purchasers for the subscribed-for and
unpaid-for shares; (ii) apply any payment actually received by it toward the
purchase of the greatest number of shares which could be acquired by the
undersigned upon exercise of the undersigned's rights; and/or (iii) exercise any
and all other rights and remedies to which it may be entitled.
Subscriber's Signature: ________________________
Name (please print): ___________________________
Telephone No.: (___)____________________________
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