EXHIBIT 10.12
December 15, 1999
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 and Amendment No. 1 thereto, dated as of October 25,
1999 by and among Xxxxxxx X. Xxxxxx ("Xxxxxxx Xxxxxx"), Xxxxxx Xxxxxx
("Xxxxxx"), Xxxxx X. Xxxxxxx ("Xxxxxxx"), Xxxx Xxxxxxxx ("Xxxxxxxx") 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:
Xxxxxx Xxxxxx whose address is 00 Xxxxxxxxxxx Xxxxx, Xxxxx 000, Xxx
Xxxx, Xxx Xxxx 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 Investors hereby agree to purchase on the date hereof the number of
additional Shares of Preferred Stock set forth opposite their names below for
the purchase price set forth opposite their names, all in accordance with the
terms and conditions of the Purchase Agreement. The purchase price shall be paid
by 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 Preferred
Name of Investor Stock Purchased Purchase Price
---------------- --------------- --------------
Xxxxxxx Xxxxxx 49.5 $99,000
Xxxxxx 49.5 $99,000
Xxxxxxx 49.5 $99,000
Allanson 12 $24,000
Xxxxxx Xxxxxx 49.5 $99,000
Each Investor reaffirms as of the date hereof all of the
representations and agreements made by such Investor in the Purchase Agreement.
International Dispensing Corporation
December 15, 1999
Page 2
The Company reaffirms as of the date hereof all of the representations
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 350 Shares of
Preferred Stock are issued and outstanding.
Very truly yours,
/s/ Xxxxxxx Xxxxxx
------------------------
Xxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
------------------------
Xxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxx
------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxx Xxxxxxxx
------------------------
Xxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxx
------------------------
Xxxxxx Xxxxxx
AGREED TO:
INTERNATIONAL DISPENSING
CORPORATION
By: /s/ Xxxx Xxxxxxxx
-----------------
Xxxx Xxxxxxxx
President
