Exhibit 4.4
AMENDMENT TO SUBSCRIPTION AGREEMENT
THIS AMENDMENT TO SUBSCIPTION AGREEMENT (this "Amendment") is entered into as of
the 21st day of January, 1999, by and among Affinity International Travel
Systems, Inc., a Nevada corporation (the "Company") and Xxxxxxxxx Venture
Capital, LLC, a Delaware corporation ("SVC").
WHEREAS, the Company and SVC have executed a Subscription Agreement dated
on or about December 2, 1998 (the "Subscription Agreement") pursuant to which
SVC agreed to purchase from the Company 1,142,857 shares of common stock of the
Company subject to the terms and conditions of the Agreement; and
WHEREAS, the Company and SVC desire to amend and modify the Subscription
Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, the parties hereto covenant and agree
to amend and modify the Agreement as follows:
1. Section 5(b)(ii) of the Subscription Agreement shall be modified in its
entirety to provide as follows:
"(ii) Right of First Refusal - Future Financing. For eighteen (18)
months from and after the date hereof, in the event that the Company
solicits, or is advised by an investment banker or financing specialist to
solicit, investment capital by means of any private placement of
securities or other financing efforts utilizing securities of the Company,
the Company shall first offer to the undersigned the ability to
participate in all or part of such private placement or financing. The
undersigned shall accept or reject the offer within five business (5) days
of receipt of the offer. Such response shall be made in writing via
certified mail, return receipt requested, or via overnight mail. In the
event that the undersigned agrees to provide such future financing, the
undersigned shall be required to provide such financing at a discounted
commission rate of five percent (5%). This provision shall not be
effective for any investment opportunity not generated through the initial
efforts of the Company.
2. Section 5(b)(iv) of the Subscription Agreement shall be modified in its
entirety to provide as follows:
"(iv) Sale of Additional Investor Shares. From and after the date
hereof, in the event that the Company in any non-public offering sells any
common stock at a price per
share that is less than that which is paid by the undersigned herein, then
for no additional consideration, the Company shall immediately transfer to
the undersigned that number of shares of common stock of the Company equal
to the difference between (1) the number of shares which would have been
subscribed to at the lesser price per share of such subsequently sold
securities and (2) the number of the shares subscribed to herein;
provided, however, that this provision shall not be operative any time the
price per share of the Company's common stock as reported on the
Over-the-Counter Bulletin Board quotation system or any national
securities exchange is below $0.625.
3. Other than as modified by this Amendment, all other provisions of the
Subscription Agreement not in conflict with this Amendment, shall remain in full
force and effect.
IN WITNESS THEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
AFFINITY INTERNATIONAL
TRAVEL SYSTEMS, INC.
BY: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Chief Executive Officer
XXXXXXXXX VENTURE CAPITAL, LLC
BY: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxxx, Xx.
Managing Member
