EXHIBIT 10.13
February 22, 2000
International Dispensing Corporation
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
Gentlemen:
Reference is made to the Preferred Stock Subscription Agreement dated
as of September 23, 1999, as amended by Amendment No. 1 thereto, dated as of
October 25, 1999 and Amendment No. 2 thereto dated December 15, 1999 by and
among Xxxxxxx X. Xxxxxx ("Xxxxxxx Xxxxxx"), Xxxxxx Xxxxxx ("Xxxxxx"), Xxxxx X.
Xxxxxxx ("Xxxxxxx"), Xxxx Xxxxxxxx ("Xxxxxxxx"), Xxxxxx Xxxxxx ("Xxxxxx Xxxxxx")
and International Dispensing Corporation (the "Company")(collectively, the
"Purchase Agreement"). 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:
Xxxx Xxxxxxx ("Slatkin"), whose address is 000 Xxxxx Xxxxxxx Xxxxxx,
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000, hereby agrees to become a party to the Purchase
Agreement as an Investor and, by his signature below, shall as of the date
hereof be deemed to have made all of the representations and agreements made by
each Investor in the Purchase Agreement as if he were an original signatory
thereof.
The Company has designated a new series of preferred stock called
Series B Redeemable Convertible Preferred Stock ("Series B Stock"). The Series B
Stock has the same rights and preferences as the Series A Redeemable Convertible
Preferred Stock of the Company ("Series A Stock"), except that the Series B
Stock shall not have a right to elect a separate director and the initial
conversion price at which Series B Stock may be converted into Common Stock
shall be $.35 per share rather than the $.22 per share initial conversion price
applicable to the Series A Stock.
The Investors and the Company hereby agree that in lieu of the purchase
by the Investors of the remaining 440,000 shares of Series A Stock that the
Investors committed to purchase pursuant to the Purchase Agreement, on the date
hereof the Company shall issue and sell to each Investor and each Investor shall
purchase for $2,000 per share from the Company, upon all of the other terms and
conditions set forth in the Purchase Agreement, the number of shares of Series B
Stock set forth opposite the name of such Investor below. The purchase price
shall be paid by
International Dispensing Corporation
February 22, 2000
Page 2
wire transfer on the date hereof to the Company's bank account of immediately
available funds pursuant to wire transfer instructions previously given to each
of the Investors.
Shares of Series B
Name of Investor Stock Purchased Purchase Price
---------------- --------------- --------------
Xxxxxxx Xxxxxx 97.5 $195,000
Slatkin 97.5 $195,000
Xxxxxxx 97.5 $195,000
Xxxxxx Xxxxxx 97.5 $195,000
Xxxxxx 50.0 $100,000
Allanson 0 $0
Each Investor reaffirms as of the date hereof all of the
representations and agreements made by such Investor 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 being made hereby, an aggregate of 560
Shares of Series A Stock are issued and outstanding and no shares of Series B
Stock are issued or outstanding.
Very truly yours,
/s/ Xxxxxxx Xxxxxx
------------------------
Xxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
------------------------
Xxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxx
------------------------
Xxxxx X. Xxxxxxx
International Dispensing Corporation
February 22, 2000
Page 3
/s/ Xxxx Xxxxxxxx
------------------------
Xxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxx
------------------------
Xxxxxx Xxxxxx
/s/ Xxxx Xxxxxxx
------------------------
Xxxx Xxxxxxx
AGREED TO:
INTERNATIONAL DISPENSING
CORPORATION
By: /s/ Xxxx Xxxxxxxx
-----------------
Xxxx Xxxxxxxx
President
