Exhibit 1
June 2, 2001
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 ("Xxxx Xxxxxx") , Xxxxxx Xxxxxx ("Xxxxxx"), Xxxxx X. Xxxxxxx ("Xxxxxxx"),
Xxxx Xxxxxxx, 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 Juliet Shield, 221 North
Starwood, Aspen, Colorado ("Shield") shall become a party to the Purchase
Agreement and shall purchase 75 shares of Series C Redeemable Convertible
Preferred Stock, par value $.001 per share, of the Company ("Series C Stock").
Such purchases shall be upon all of the terms and conditions set forth in the
Purchase Agreement.
In keeping with the investment incentives offered in the first and second
rounds, the Company shall also issue to Shield warrants to purchase up to an
additional 75 shares of Series C Stock at a price of $2,000 per share, such
warrants to be exercisable through December 31, 2001.
Each of Xxxxxx Xxxxxx, Xxxxxx and Xxxxxxx hereby confirms to the Company
that he has declined to participate in the current round of financing.
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 being made hereby, an aggregate 9,728,396
shares of Common Stock are outstanding and an aggregate of 575 Shares of Series
C Stock and warrants to purchase an aggregate of 75 shares of Series C Stock are
issued and outstanding.
Very truly yours,
/s/ Juliet Shield
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Juliet Shield
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/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/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
AGREED TO:
INTERNATIONAL DISPENSING
CORPORATION
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
President
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