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EXHIBIT 99.01
DRAW DOWN NOTICE
Reference is made to the Common Stock Purchase Agreement dated as of
February 17, 2000 (the "Purchase Agreement") between Egghead.com, Inc., a
Delaware corporation (the "Company"), and Acqua Wellington North American
Equities Fund, Ltd. Capitalized terms used and not otherwise defined herein
shall have the meanings given such terms in the Purchase Agreement.
In accordance with and pursuant to Section 6.1(i) of the Purchase
Agreement, the Company hereby issues this Draw Down Notice to exercise a Draw
Down request for the Draw Down Amount indicated below.
Total Number of Shares: 1,000,000
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Draw Down Pricing Period start date: 7/10/00
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Draw Down Pricing Period end date: 7/14/00
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Daily Purchase Price: VWAP (for each day) minus $.375
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Call Option Shares: 1,000,757
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Call Option Price: VWAP (for each call day) minus $.375
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Minimum Threshold Price: $2.00
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Settlement Date: 7/17/00
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The Call Option shall expire on 7/14/00. The up to 2,000,757 shares of
Common Stock to be purchased pursuant to this Draw Down Notice are registered
under the Registration Statement.
The Company hereby certifies that the conditions set forth in Section 5.3
of the Purchase Agreement have been satisfied as of the date hereof.
Notwithstanding anything in the Purchase Agreement to the contrary and for
purposes of this Draw Down Notice only, the parties acknowledge and agree to the
terms of this Draw Down Notice. The parties acknowledge and agree that on the
Settlement Date the Company will be obligated to deliver the Shares and the
Purchaser will deliver the purchase price of the Shares in accordance with the
terms of the Purchase Agreement. To the extent that the terms of this Draw Down
Notice conflict with the terms of the Purchase Agreement, the terms of this Draw
Down Notice shall control.
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Dated: 7/14/00 Egghead.com, Inc.
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By: /s/ JOHN E. LABBETT
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Name: John E. Labbett
Title: EVP/CFO
1350 Willow Road
Menlo Park, CA 94025
Facsimile No.: 650-473-6990
Agreed and Acknowledged:
Acqua Wellington North American
Equities Fund, Ltd.
By: /s/ ANTHONY L.M. INDER RIEDEN
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Name: Anthony L.M. Inder Rieden
Title: Director
