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Exhibit 10.15
FORM OF SUBSCRIPTION AGREEMENT
* See accompanying table
Subscription Agreement
This Subscription Agreement is entered into as of *________, 1998 by and
between CyberCash, Inc., a Delaware corporation (the "Company"), and
*____________________________ ("BUYER").
1. SALE OF STOCK. Subject to the terms and conditions herein, the
Company agrees to issue to Buyer, and Buyer agrees to purchase from the Company,
*_____ shares of the Company's common stock (the "SHARES") at a per share
purchase price of $*____.
2. PAYMENT. Buyer shall deliver to the Company on the date hereof by
check or wire transfer the aggregate purchase price of the Shares as determined
in accordance with Section 1. Upon receipt of the purchase price, the Company
shall issue the Shares to Buyer.
3. NO RESALE. Buyer understands that the Shares have not been
registered under the Securities Act of 1933, as amended (the "ACT"), in reliance
upon exemptions contained in the Act or interpretations thereof, and cannot be
offered for sale, sold or otherwise transferred unless the Shares subsequently
are so registered or qualify for exemption from registration under the Act.
4. LEGENDS. The certificates evidencing the Shares shall bear a
restrictive legend until such time as the Shares have been registered under the
Act or qualify for exemption from registration under the Act, and a "stock
transfer" order shall be entered in the stock transfer records of the Company
with respect to the Shares.
5. CHOICE OF LAW. This Subscription Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of Virginia
(excluding the choice of law rules thereof).
6. ENTIRE AGREEMENT; AMENDMENT. This Subscription Agreement
constitutes the entire Agreement among the parties hereto with respect to the
transaction contemplated herein, and it supersedes all prior oral or written
agreements, commitments or understandings with respect to the matters provided
for herein. No amendment, modification or discharge of this Subscription
Agreement shall be valid or binding unless set forth in writing and duly
executed and delivered by the party against whom enforcement of the amendment,
modification or discharge is sought.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Subscription Agreement, or have caused this Subscription Agreement to be duly
executed on their behalf, as of the day and year first above written.
CYBERCASH, INC.
By:
--------------------
Name:
Title:
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("BUYER")
By:
--------------------
Name:
Title:
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The following table sets forth the material terms of the subscription agreements
entered in 1998 between CyberCash, Inc. and certain of its directors (or
entities over whom a director is deemed to have a beneficial ownership interest)
for the purchase and sale of CyberCash common stock. Each of these transactions
was made pursuant to the attached form of subscription agreement, with the
following material terms added for the referenced purchasing director.
Purchaser Date of NUMBER OF PER SHARE PURCHASE
Agreement ACQUIRED PRICE
SHARES
The Xxxxx X. and Xxxxxxxx Xxxx July 8, 1998 16,701 $11.98, which was equal to the average of
Staglin 1997 Charitable unit the closing prices of the common stock
Trust dated July 8, 1997 during the five trading days preceding
July 8, 1998 as reported by the Nasdaq
National Market.
Xxxxxxx X. Xxxxxx September 11, 1998 130,000 $10.00
The Xxxxxxx X. Xxxxxx 1994
Charitable Annuity Remainder Trust September 11, 1998 70,000 $10.00
The Xxxxxxx X. Xxxxxx 1995
Charitable Annuity Remainder Trust September 11, 1998 40,000 $10.00
The Xxxxxx Foundation September 11, 1998 110,000 $10.00
The MLR Enterprises, Inc. Master September 9, 1998 10,000 $10.00
Pension Plan and Profit Sharing
Plan UTA dated January 1, 1991 (of
which Xxxxxxx X. Xxxxxxxxxx is a
co-trustee)
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