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Exhibit 4.25
SUBSCRIPTION AGREEMENT
This Subscription Agreement is entered into as of June 28, 2000 by and
between CyberCash, Inc., a Delaware corporation (the "COMPANY"), and Melton
Foundation ("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,
1,000,000 shares of the Company's common stock (the "Shares") at a per share
purchase price equal to the closing bid price for the Common Stock reported on
the NASDAQ for June 28, 2000 (e.g., $5.50).
2. PAYMENT. Buyer shall deliver to the Company on or before June
30, 2000 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. PIGGY-BACK REGISTRATION. The Company will grant Buyer such
piggy-back registration rights with respect to the Shares as are customary in
transactions of this nature.
6. 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).
7. 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.
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: /s/ John H. Karnes
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Name: John H. Karnes
Title: Chief Financial Officer
MELTON FOUNDATION
("BUYER")
By: /s/ William N. Melton
------------------------
Name: William N. Melton
Title: President
