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EXHIBIT 99.1
SUBSCRIPTION AGREEMENT
This Subscription Agreement is entered into as of November 19, 1999 by and
between CyberCash, Inc., a Delaware corporation (the "COMPANY"), and Xxxxxxx X.
Xxxxxx ("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,
1,186,240 shares of the Company's common stock (the "SHARES") at a per share
purchase price of $8.43.
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: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
XXXXXXX X. XXXXXX
("BUYER")
/s/ XXXXXXX X. XXXXXX
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