EXHIBIT 10.3
Addendum to Funding Commitment Letter and Subscription Agreement
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ADDENDUM TO FUNDING COMMITMENT
LETTER AND SUBSCRIPTION AGREEMENT
This Addendum to Funding Commitment Letter and Subscription Agreement
("Addendum") is executed on this 12th Day of April, 2000, by and between
Teakwood Ventures, LLC "Subscriber," a Delaware LLC, and orbitTRAVEL.com
Corporation (the "Company") a Delaware corporation.
RECITALS
I. In that certain Funding Commitment Letter and Subscription Agreement
("Agreement") between the parties dated as of February 15, 2000,
Subscriber agreed to purchase, and the Company agreed to sell to
Subscriber, 11,223,334 shares of the Company's common stock at a
price of $.1782 per share on or before March 30, 2000 (the "Purchase
Date");
II. The Agreement included a Repricing Limit Loss provision, which
provided for the proportional repricing of the Company's common
stock if, on the Purchase Date, the per share market price such
stock fell below an amount equivalent to a total market
capitalization of $200,000,000.00 (the "Target Market Cap");
III. The price of the Company's common stock fell below the Target Market
Cap on the Purchase Date; and
IV. The parties have executed this Addendum to set forth the price of
the Company common stock to be issued to Subscriber pursuant to the
Repricing Limit Loss provision of the Agreement.
NOW THEREFORE, based upon the mutual covenants and conditions set forth in
the Agreement and this Addendum, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties agree as follows:
1. Market Capitalization on Purchase Date. The parties understand and agree
that, on the Purchase Date, Company had 101,279,739 shares of its Common
Stock issued and outstanding, at a price of .224 per share, which equates
to a market capitalization of $22,686,662.
2. Percentage Below Target Market Cap: The Company's market
capitalization on the Purchase Date was 88.66% below the Target Market
Cap.
3. Repricing: The price of the Company common stock as set forth in the
Agreement ($.1782) shall be reduced by the percentage below which the
actual market capitalization fell below the Target Market Cap on the
Purchase Date (88.66%), which calculation results in a per share price of
$.0202 per share.
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4. Shares Subject to Purchase: Based on the foregoing, Subscriber shall
purchase Two Million Dollars ($2,000,000.00) of the Company's common
stock, priced at $.0202 per share (99,009,901 shares, rounded to the
nearest whole share)
5. Closing of Funding: The parties agree that the closing of Unit One of the
funding commitment set forth in the Agreement shall take place immediately
upon the execution of this Addendum. The parties further agree that the
Agreement shall remain in full force and effect in accordance with the
terms thereof.
ORBITTRAVEL.COM CORPORATION TEAKWOOD VENTURES,LLC
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Joseph R. Cellura Aditha Reksono
Chairman and C.E.O. Managing Director
