Exhibit 7
May 8, 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 , 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 pursuant to Section 1.2(b)
of the Purchase Agreement Xxxxxxx shall purchase from the Company for $2,000 per
share an additional 25 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 Xxxxxxx warrants to purchase up to
an additional 25 shares of Series C Stock at a price of $2,000 per share, such
warrants to be exercisable through December 31, 2001. Simultaneously herewith
each of Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxx are exercising warrants to
purchase an additional 50 shares of Series C Stock at a price of $2,000 per
share which warrants were issued to them in December 2000.
Each of Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxxx hereby confirms to the
Company that he has declined to participate in the current round of financing.
Each of Xxxxxxx, Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx reaffirms as of the date
hereof all of the representations and agreements made by such person 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 9,728,396
shares of Common Stock are outstanding and an
1
aggregate of 400 Shares of Series C Stock and warrants to purchase an aggregate
of 200 shares of Series C Stock (including the warrants being exercised
simultaneously herewith) are issued and outstanding.
Very truly yours,
/s/ Xxxxxxx Xxxxxx
-----------------------------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxx
-----------------------------------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxxx Xxxxxx
-----------------------------------------------------
Xxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
-----------------------------------------------------
Xxxxxx Xxxxxx
AGREED TO:
INTERNATIONAL DISPENSING
CORPORATION
By: /s/ Xxxx Xxxxxxxx
-----------------------------------------
Xxxx Xxxxxxxx
President
2
