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EXHIBIT 4.26
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT is dated as of
July 26, 2000, by and among CyberCash, Inc., a Delaware corporation, with
headquarters located at 2100 Reston Parkway, 3rd Floor, Reston, Virginia 20191
(the "COMPANY") and each of the purchasers set forth on the signature pages
hereto (the "BUYERS").
WHEREAS, the Company and the Buyers desire to amend Section 1(a)(ii) of
that certain Securities Purchase Agreement dated as of August 19, 1999 by and
among the Company and the Buyers, as amended by that certain Amendment to
Securities Purchase Agreement dated as of September 7, 1999 by and among the
Company and the Buyers (as amended, the "AGREEMENT").
NOW, THEREFORE, the Company and each of the Buyers severally (and not
jointly) hereby agree as follows:
1. AMENDMENT TO AGREEMENT. Section 1(a)(ii) of the Agreement is
hereby amended and restated in its entirety to read as follows:
"In the event that the average of the closing bid prices of the
Common Stock as reported on Nasdaq for the ten (10) consecutive
trading days immediately preceding October 19, 2000 (the "RESET
Price") is less than the Closing Price, the Company shall, within
three (3) business days of October 19, 2000, be required to
either: (i) deliver to each Buyer additional shares of Common
Stock (the "ADDITIONAL SHARES") in an amount such that the total
number of shares of Common Stock issued to such Buyer (i.e., the
Common Shares issued on the Closing Date plus the Additional
Shares) equals (x) the Purchase Price paid by such Buyer on the
Closing Date, divided by (y) the Reset Price; or (ii) pay to each
Buyer in cash an amount equal to (x) the number of Additional
Shares issuable to such Buyer pursuant to the preceding clause
(i), multiplied by (y) the Reset Price; provided, however, that
the Company may only elect to issue the Additional Shares in lieu
of paying cash to any such Buyer if (and to the extent that) such
issuance (i) is then registered pursuant to the Registration
Statement and such Registration Statement is effective and (ii)
would not require the approval of the Company's shareholders
under Rule 4460(i) of the Nasdaq Marketplace Rules. In the event
that the Company is unable to issue the Additional Shares due to
the failure of either of the conditions set forth in the
preceding proviso, the Company will pay to each of the Buyers the
cash amount specified in the preceding sentence."
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2. EFFECT OF AMENDMENT. This Amendment shall not effect any of the
other terms and conditions of the Agreement, which terms and conditions shall
remain in full force and effect.
IN WITNESS WHEREOF, the undersigned Buyers and the Company have caused
this Agreement to be duly executed as of the date first above written.
CYBERCASH, INC.
By: /s/ John H. Karnes
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John H. Karnes
Executive Vice President and Chief Financial Officer
RGC INTERNATIONAL INVESTORS, LDC
By: Rose Glen Capital Management, L.P., Investment Manager
By: RGC General Partner Corp., as General Partner
By: /s/ Gary S. Kaminsky
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Gary S. Kaminsky
Managing Director
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