EXHIBIT 10.11
AMENDMENT NO. 1
TO
PREFERRED STOCK SUBSCRIPTION AGREEMENT
THIS AMENDMENT NO. 1 (the "Amendment") TO PREFERRED STOCK SUBSCRIPTION
AGREEMENT dated as of September 23, 1999 (the "Subscription Agreement") by and
among the investors listed on the signature page thereto (the "Investors") and
INTERNATIONAL DISPENSING CORPORATION, a Delaware corporation (the "Company"), is
entered into on the date hereinafter set forth.
WHEREAS: The Investors and the Company are parties to the Subscription
Agreement and they wish to amend the Subscription Agreement as set forth below.
NOW, THEREFORE, IT IS AGREED as follows:
1. Section 1.2(a) of the Subscription Agreement is hereby amended in its
entirety to read as follows:
(a) The purchase and sale of the Shares shall occur at one or more
closings (each, a "Closing") at such times as shall be determined by the
Company, subject to the conditions set forth in this Agreement. The initial
Closing shall occur within three business days after the execution of this
Agreement by the Company and the Investors . The date of the initial Closing is
hereinafter referred to as the "Initial Closing Date." On the Initial Closing
Date, XXXXXXX X. XXXXXX, XXXXXX X. XXXXXX, XXXXX X. XXXXXXX and XXXX XXXXXXXX
(collectively, the "Investors") shall purchase THREE HUNDRED FIFTY (350) Shares
and shall pay to the Company by certified check or wire transfer of immediately
available funds, SEVEN HUNDRED THOUSAND DOLLARS ($700,000), in the following
amounts:
AMOUNT OF SHARES DOLLAR
NAME TO BE PURCHASED AMOUNT
---------------- --------------- --------
Xxxxxxx Xxxxxx 137.5 $275,000
Xxxxxx X. Xxxxxx 82.5 $165,000
Xxxxx X. Xxxxxxx 110 $220,000
Xxxx Xxxxxxxx 20 $ 40,000
TOTALS: 350 $700,000
2. Section 1.2(b) of the Subscription Agreement is hereby amended by
adding thereto the following language:
The obligation of each Investor for subsequent closings shall be
in the same proportion as set forth in Section 1.2(a) hereof. Should
any Investor give notice to the Company that such Investor wishes to
terminate such Investor's commitment to purchase additional shares,
then the remaining Investors may, but are not required, to purchase
such shares of the Investor who declines to purchase additional
shares, in the same proportion as set forth above.
3. Section 4.1 of the Subscription Agreement is hereby amended by
changing the amount of the liability insurance to be provided to directors,
officers, employees, agents or fiduciaries of the Company from "not less than
FIVE MILLION DOLLARS ($5,000,000)" to "not less than ONE MILLION DOLLARS
($1,000,000)".
4. Section 5.2(a) of the Subscription Agreement is amended in its entirety
to read as follows:
"(a) REQUESTS FOR REGISTRATION. At any time after one hundred
twenty (120) days from the date of this Agreement the Initiating
Holders may request registration under the Securities Act of all or
part of their Registrable Securities. Within ten (10) days after
receipt of any such request, the Company will give written notice of
such requested registration to all other Holders of Registrable
Securities and any other stockholder having registration rights which
entitle it to participate in such registration. The Company will
include in such registration all Registrable Securities with respect
to which it has received written requests for inclusion therein within
fifteen (15) days after receipt of the Company's notice. The Company
shall cause its management to cooperate fully and to use its best
efforts to support the registration of the Registrable Securities and
the sale of the Registrable Securities pursuant to such registration
as promptly as is practicable. Such cooperation shall include, but not
be limited to, management's attendance and reasonable presentations in
respect of the Company at road shows with respect to the offering of
Registrable Securities. All registrations requested under this Section
5.2(a) are referred to herein as "Demand Registrations." The Holders
of Registrable Securities will be entitled to request one Demand
Registration hereunder. A registration will not count as a Demand
Registration until it has become effective. Should the Demand
Registration not be filed by the Company within ninety (90) days of
the date of the Company's written notice to the Holders of Registrable
Securities, then the Company shall pay to all the Holders of
Registrable Securities, on a pro rata basis, as liquidated damages,
the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each
day beyond the ninety (90) day period that the Demand Registration has
not been filed; PROVIDED, HOWEVER, that the maximum amount of
liquidated damages payable to the Holders hereunder shall be
$100,000."
5. In all other respects, the Subscription Agreement is hereby ratified,
confirmed and approved.
This Amendment No. 1 may be signed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment this
25th day of October, 1999.
COMPANY:
INTERNATIONAL DISPENSING CORPORATION,
a Delaware corporation
BY: /s/Xxxx Xxxxxxxx
--------------------
Name: Xxxx Xxxxxxxx
Title: President
INVESTORS:
/s/ Xxxxxxx X. Xxxxxx
------------------------
XXXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
------------------------
XXXXXX X. XXXXXX
/s/ Xxxxx X. Xxxxxxx
------------------------
XXXXX X. XXXXXXX
/s/ Xxxx Xxxxxxxx
------------------------
XXXX XXXXXXXX
