Exhibit 7
December 1, 2000
International Dispensing Corporation
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxx 00000
Gentlemen:
Reference is made to the Preferred Stock Subscription Agreement (the
"Purchase Agreement") dated as of August 15, 2000, by and among Xxxxxxx X.
Xxxxxx ("Xxxxxxx Xxxxxx"), Xxxxxx Xxxxxx, Xxxxx X. Xxxxxxx ("Xxxxxxx"), Xxxx
Xxxxxxx ("Slatkin"), Xxxxxx Xxxxxx ("Xxxxxx Xxxxxx") and International
Dispensing Corporation (the "Company"). Unless otherwise defined herein,
capitalized terms used herein have the meanings ascribed to them in the Purchase
Agreement.
This will confirm the agreement of the undersigned and the Company as
follows:
The parties hereby agree that on the date hereof pursuant to Section
1.2(b) of the Purchase Agreement each of Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx
and Slatkin shall purchase from the Company for $2,000 per share an additional
50 shares of Series C Redeemable Convertible Preferred Stock, par value $.001
per share, of the Company ("Series C Stock"). Such purchase shall be upon all of
the other terms and conditions set forth in the Purchase Agreement. In keeping
with the investment incentives offered in the first round, the Company shall
also issue to each purchaser warrants to purchase up to an additional 50 shares
of Series C Stock at a price of $2,000 per share, such warrants to be
exercisable through June 30, 2001.
Each purchaser reaffirms as of the date hereof all of the representations
and agreements made by such purchaser in the Purchase Agreement.
The Company reaffirms as of the date hereof all of the representations and
agreements made by the Company in the Purchase Agreement, except that as of the
date hereof, prior to the purchases
1
being made hereby, an aggregate 9,728,396 shares of Common Stock are outstanding
and an aggregate of 200 Shares of Series C Stock and warrants to purchase an
aggregate of 200 shares of Series C Stock are issued and outstanding.
Very truly yours,
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
AGREED TO:
INTERNATIONAL DISPENSING
CORPORATION
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
President
