Common use of First Merger Clause in Contracts

First Merger. 1. MTE and Merger Sub shall be merged into a single corporation, in accordance with the NYBCL and the DGCL and all other applicable provisions of the laws of the State of New York and of the State of Delaware, by ▇▇▇▇▇▇ Sub merging into MTE, which shall be the surviving corporation (sometimes referred to herein as the “Surviving Corporation”). Subject to the provisions of this Agreement, at the closing, the Parties shall cause certificates of merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of New York in accordance with the relevant provisions of the DGCL and the NYBCL (together, the “Certificate of Merger”) and shall make all other filings or recordings required under the DGCL and the NYBCL. The First Merger shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of New York or at such later date or time as may be agreed between Travelzoo and Azzurro Capital in writing and specified in the Certificate of Merger in accordance with the DGCL and the NYBCL, as applicable (the effective time of the Merger being hereinafter referred to as the “Effective Date of the First Merger”). At the Effective Date of the First Merger: a. MTE and Merger Sub shall be merged into a single corporation, which shall be MTE as the Surviving Corporation, and the separate existence of Merger Sub shall cease except to the extent provided by the laws of the State of New York in the case of a corporation after its merger into another corporation. The manner of exchanging and converting the outstanding shares of each of MTE and Merger Sub shall be as follows: i. each share of common stock of MTE issued and outstanding prior to the First Merger shall be exchanged between Azzurro Capital and Travelzoo for [●] shares of common stock of Travelzoo; and ii. each share of common stock of Merger Sub issued and outstanding prior to the First Merger shall be converted into one (1) share of common stock of MTE, such that, following the First Merger, Azzurro Capital no longer holds any shares of common stock of MTE and Travelzoo holds 100% of the shares of common stock of MTE. b. The directors and officers of ▇▇▇▇▇▇ Sub immediately prior to the Effective Date of the First Merger shall be the directors and officers of the Surviving Corporation after the Effective Date of the First Merger until thereafter amended. The First Merger shall have the effects set forth herein and in the applicable provisions of the laws of the State of New York and of the State of Delaware. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Date of the First Merger, all property, rights, privileges, immunities, powers, franchises, licenses and authority of Merger Sub and MTE shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of Merger Sub and MTE shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation. 2. At the Effective Date of the First Merger, (a) the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Date of the First Merger shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable law, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Date of the First Merger shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable law; provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of MTE. The Surviving Corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of any corporation of Delaware, as well as for enforcement of any obligation of the Surviving Corporation arising from the First Merger, and irrevocably appoints the Secretary of State of Delaware as its agent to accept service of process in any such suit or proceeding. The Secretary of State shall mail any such process to the Surviving Corporation at c/o Travelzoo, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.

First Merger. 1. MTE 2.1 Subject to the terms of this Merger Agreement, Buytron shall merge with and into MergerSub, with MergerSub surviving (the “First Merger Sub shall be merged into a single corporationSurviving Corporation”), in accordance with the NYBCL Sections 92A.120 and the DGCL and all other applicable provisions 92A.190 of the laws of the State of New York and of the State of Delaware, by ▇▇▇▇▇▇ Sub merging into MTE, which shall be the surviving corporation Nevada Revised Statutes (sometimes referred to herein as “NRS”) (the “Surviving CorporationFirst Merger”). Subject to the provisions of this Agreement, at the closing, the Parties shall cause certificates of merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of New York in accordance with the relevant provisions of the DGCL and the NYBCL (together, the “Certificate of Merger”) and shall make all other filings or recordings required under the DGCL and the NYBCL. The First Merger shall become effective on the date and at such the time as (the Certificate “First Merger Effective Time”) at which the Articles of Merger has Merger, executed and acknowledged on behalf of Buytron and MergerSub, have been duly filed with the Nevada Secretary of State State. 2.2 The Articles of the State Incorporation of Delaware and the Secretary of State of the State of New York or at such later date or time as may be agreed between Travelzoo and Azzurro Capital in writing and specified in the Certificate of Merger in accordance with the DGCL and the NYBCLMergerSub, as applicable (the effective time of the Merger being hereinafter referred to as the “Effective Date of the First Merger”). At the Effective Date of the First Merger: a. MTE and Merger Sub shall be merged into a single corporation, which shall be MTE as the Surviving Corporation, and the separate existence of Merger Sub shall cease except to the extent provided by the laws of the State of New York in the case of a corporation after its merger into another corporation. The manner of exchanging and converting the outstanding shares of each of MTE and Merger Sub shall be as follows: i. each share of common stock of MTE issued and outstanding prior to effect on the First Merger Effective Time, shall be exchanged between Azzurro Capital and Travelzoo for [●] shares the Articles of common stock of Travelzoo; and ii. each share of common stock of Merger Sub issued and outstanding prior to the First Merger shall be converted into one (1) share of common stock of MTE, such that, following the First Merger, Azzurro Capital no longer holds any shares of common stock of MTE and Travelzoo holds 100% of the shares of common stock of MTE. b. The directors and officers of ▇▇▇▇▇▇ Sub immediately prior to the Effective Date Incorporation of the First Merger shall be the directors and officers of the Surviving Corporation after the Effective Date of the First Merger until thereafter amended. The First Merger shall have the effects set forth herein and in the applicable provisions of the laws of the State of New York and of the State of Delaware. Without limiting the generality of the foregoingwithout change or amendment, and subject thereto, from and after the Effective Date of the First Merger, all property, rights, privileges, immunities, powers, franchises, licenses and authority of Merger Sub and MTE shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of Merger Sub and MTE shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation. 2. At the Effective Date of the First Merger, (a) the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Date of the First Merger shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms provisions thereof or as provided by and applicable lawlaws. The Bylaws of MergerSub, and (b) the by-laws of Merger Sub as in effect immediately prior to on the First Merger Effective Date Time, shall be the Bylaws of the First Merger shall be the by-laws of the Surviving Corporation without change or amendment until thereafter amended in accordance with the terms thereofprovisions thereof and applicable laws. 2.3 The directors of MergerSub immediately prior to the First Merger Effective Time shall be the directors of the First Merger Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and the Bylaws of the First Merger Surviving Corporation. The officers of MergerSub immediately prior to the First Merger Effective Time shall be the officers of the First Merger Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and the Bylaws of the First Merger Surviving Corporation. 2.4 From and after the First Merger Effective Time, the certificate of incorporation First Merger Surviving Corporation shall succeed, insofar as permitted by law, to all of the Surviving Corporation or as provided by applicable law; providedrights, howeverassets, in each case, that liabilities and obligations of Buytron and MergerSub. 2.5 At the name First Merger Effective Time: 2.5.1 The outstanding shares of common stock of Buytron shall be converted into an aggregate of 9,859,241 shares of the corporation set forth therein common stock of Celtron (the “Celtron Shares”) and 42,085,891 shares of the common stock of Orbtech (the “Orbtech Shares”). The Celtron Shares and the Orbtech Shares shall be changed distributed pro rata to the name Buytron Shareholders based on the number of MTEshares of Buytron held by each unless the Buytron Shareholders agree otherwise. The Surviving Corporation agrees Buytron Shareholders agree that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of any corporation of Delaware, as well as for enforcement of any obligation all of the Surviving Corporation arising from the First Merger, and irrevocably appoints the Secretary of State of Delaware as its agent Orbtech Shares shall be distributed to accept service of process in any such suit or proceeding. The Secretary of State shall mail any such process to the Surviving Corporation at c/o Travelzoo, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ and that the Celtron Shares shall be distributed as follows: 4,859,241 shares to ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇and 5,000,000 shares to Opus. Celtron agrees to issue and deliver the Orbtech Shares and the Celtron Shares to the Buytron Shareholders in accordance with this Section . 2.5.2 All of the outstanding capital stock of Merger Sub remain outstanding and all of the outstanding capital stock of Buytron shall be cancelled. 2.5.3 All of the outstanding shares of Celtron common stock held by Buytron shall be delivered to Celtron and shall become treasury shares.

First Merger. 1. MTE At the First Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Merger Sub shall be merged into a single corporationInc. or the holders of any Equity Interests in the Company, in accordance Parent or Merger Sub Inc.: (i) each share of Class A Common Stock, par value $0.0001, of the Company (“Company Class A Common Stock”) and each share of Class B Common Stock, par value $0.0001, of the Company (“Company Class B Common Stock” and, together with the NYBCL and the DGCL and all other applicable provisions of the laws of the State of New York and of the State of Delaware, by ▇▇▇▇▇▇ Sub merging into MTE, which shall be the surviving corporation (sometimes referred to herein as the “Surviving Corporation”). Subject to the provisions of this Agreement, at the closing, the Parties shall cause certificates of merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of New York in accordance with the relevant provisions of the DGCL and the NYBCL (togetherCompany Class A Common Stock, the “Certificate of MergerCompany Common Stock”) issued and shall make all other filings or recordings required under the DGCL and the NYBCL. The First Merger shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of New York or at such later date or time as may be agreed between Travelzoo and Azzurro Capital in writing and specified in the Certificate of Merger in accordance with the DGCL and the NYBCL, as applicable (the effective time of the Merger being hereinafter referred outstanding immediately prior to as the “Effective Date of the First Merger”). At the Effective Date of the First Merger: a. MTE Time, other than Excluded Shares and Merger Sub Dissenting Shares, shall be merged converted into a single corporation, which shall be MTE as the Surviving Corporation, and the separate existence of Merger Sub shall cease except to the extent provided by the laws of the State of New York (A) in the case of the Company Class A Common Stock, a corporation after its merger into another corporation. The manner number of exchanging fully paid and converting the outstanding nonassessable shares of each Parent Class A Common Stock equal to the Exchange Ratio (the “Class A Merger Consideration”) and (B) in the case of MTE the Company Class B Common Stock, a number of fully paid and nonassessable shares of Parent Class B Common Stock equal to the Exchange Ratio (the “Class B Merger Sub shall be as follows: i. each Consideration” and, collectively with the Class A Merger Consideration, the “Merger Consideration”), subject to adjustment in accordance with Section 2.02. Each share of common stock of MTE issued and outstanding Company Common Stock that was immediately prior to the First Merger shall be exchanged between Azzurro Capital Effective Time represented by a certificate and Travelzoo for [●] shares of common stock of Travelzoo; and ii. each uncertificated share of common stock of Merger Sub issued and outstanding Company Common Stock that immediately prior to the First Merger Effective Time was registered to a holder on the stock transfer books of the Company (other than Excluded Shares and Dissenting Shares) shall cease to be outstanding, shall be converted into one (1) share of common stock of MTEcanceled and cease to exist and shall thereafter represent only the right to receive the Merger Consideration, such that, following the First Merger, Azzurro Capital no longer holds without any shares of common stock of MTE and Travelzoo holds 100% of the shares of common stock of MTE. b. The directors and officers of ▇▇▇▇▇▇ Sub immediately prior to the Effective Date of the First Merger shall be the directors and officers of the Surviving Corporation after the Effective Date of the First Merger until thereafter amendedinterest. The First Merger shall have the effects set forth herein Consideration issued (and in the applicable provisions of the laws of the State of New York and of the State of Delaware. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Date of the First Merger, all property, rights, privileges, immunities, powers, franchises, licenses and authority of Merger Sub and MTE shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of Merger Sub and MTE shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation. 2. At the Effective Date of the First Merger, (apaid) the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Date of the First Merger shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable lawof this Article II upon conversion of any shares of Company Common Stock and delivery of duly executed letters of transmittal in accordance with Section 2.04 will be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock, and (b) after the by-laws First Effective Time there will be no further registration of transfers on the stock transfer books of the First Merger Sub as in effect Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the First Effective Date Time. If, after the First Effective Time, any duly executed letters of transmittal with respect to former shares of Company Common Stock are presented to the First Merger shall be the by-laws of the Surviving Corporation until thereafter amended or the Exchange Agent for any reason, they will be treated in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable law; provided, however, in each case, that the name of the corporation set forth therein shall be changed this Article II. “Exchange Ratio” means a number equal to the name quotient obtained by dividing (x) the product of MTE. The Surviving Corporation agrees that it may be served with process in (I) the State of Delaware in any proceeding for enforcement of any obligation of any corporation of Delaware, as well as for enforcement of any obligation of Fully Diluted Parent Common Stock and (II) 49 by (y) the Surviving Corporation arising from the First Merger, and irrevocably appoints the Secretary of State of Delaware as its agent to accept service of process in any such suit or proceeding. The Secretary of State shall mail any such process to the Surviving Corporation at c/o Travelzoo, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇Fully Diluted Company Common Stock.

First Merger. 1. MTE and (i) The First Merger Sub shall will be merged into consummated by the filing of a single corporation, in accordance with the NYBCL and the DGCL and all other applicable provisions of the laws of the State of New York and of the State of Delaware, by ▇▇▇▇▇▇ Sub merging into MTE, which shall be the surviving corporation (sometimes referred to herein as the “Surviving Corporation”). Subject to the provisions of this Agreement, at the closing, the Parties shall cause certificates certificate of merger to be executed, acknowledged and filed in customary form with the Secretary of State of the State of Delaware and the Secretary of State of the State of New York in accordance with the relevant provisions of the DGCL and the NYBCL (together, the “First Certificate of Merger”) and shall make all other filings or recordings required under in accordance with the DGCL and the NYBCLDLLCA. Upon such filing, Merger Sub shall be merged with and into the Company, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving company under the laws of the State of Delaware (the “Initial Surviving Company”). The First Merger shall become be effective at such time as the First Certificate of Merger has been is duly filed with and accepted for record by the Secretary of State of the State of Delaware and the Secretary of State of the State of New York or at such later date or time as the parties may be agreed between Travelzoo and Azzurro Capital in writing and specified specify in the First Certificate of Merger (the “First Effective Time”). (ii) At the First Effective Time, by virtue of the First Merger and without any further action by any other Person: (A) all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Initial Surviving Company and all debts, liabilities, obligations and duties of the Company and Merger Sub shall become debts, liabilities, obligations and duties of the Initial Surviving Company; (B) (1) the certificate of formation of the Company, as in effect immediately prior to the First Effective Time, shall be the certificate of formation of the Initial Surviving Company as of the First Effective Time and (2) the LLC Agreement, as in effect immediately prior to the First Effective Time, shall be the limited liability company agreement of the Initial Surviving Company as of the First Effective Time; (C) the directors and officers of ▇▇▇▇▇▇ Sub at the First Effective Time shall be installed as the managers and officers of the Initial Surviving Company, in each case until successors are duly elected or appointed in accordance with the DGCL certificate of formation and limited liability company agreement of the Initial Surviving Company and the NYBCL, as applicable DLLCA; (the effective time of the Merger being hereinafter referred to as the “Effective Date of the First Merger”). At the Effective Date of the First Merger: a. MTE and Merger Sub shall be merged into a single corporation, which shall be MTE as the Surviving Corporation, and the separate existence of Merger Sub shall cease except to the extent provided by the laws of the State of New York in the case of a corporation after its merger into another corporation. The manner of exchanging and converting the outstanding shares of each of MTE and Merger Sub shall be as follows: i. each share of common stock of MTE issued and outstanding prior to the First Merger shall be exchanged between Azzurro Capital and Travelzoo for [●] shares of common stock of Travelzoo; and ii. D) each share of common stock of Merger Sub issued and outstanding immediately prior to the First Merger shall Effective Time will be converted into and become one (1) share validly issued, fully paid and non-assessable unit of common stock of MTE, such that, following the First Merger, Azzurro Capital no longer holds any shares of common stock of MTE and Travelzoo holds 100% limited liability company interest of the shares of common stock of MTE.Initial Surviving Company; and b. The directors (E) each Company Unit issued and officers of ▇▇▇▇▇▇ Sub outstanding immediately prior to the First Effective Date of Time and all rights in respect thereof shall forthwith cease to exist and be converted into and represent solely the First Merger shall be right to receive, without interest, the directors and officers of the Surviving Corporation after the Effective Date of the First Merger until thereafter amended. The First Merger shall have the effects set forth herein and in the applicable provisions of the laws of the State of New York and of the State of Delaware. Without limiting the generality of the foregoingClosing Equity Proceeds pursuant to, and subject thereto, from and after the Effective Date of the First Merger, all property, rights, privileges, immunities, powers, franchises, licenses and authority of Merger Sub and MTE shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of Merger Sub and MTE shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation. 2. At the Effective Date of the First Merger, (a) the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Date of the First Merger shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable lawand conditions of, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Date of the First Merger shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable law; provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of MTE. The Surviving Corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of any corporation of Delaware, as well as for enforcement of any obligation of the Surviving Corporation arising from the First Merger, and irrevocably appoints the Secretary of State of Delaware as its agent to accept service of process in any such suit or proceeding. The Secretary of State shall mail any such process to the Surviving Corporation at c/o Travelzoo, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇this Agreement.

First Merger. 1. MTE and (i) The Merger Sub shall will be merged into a single corporation, in accordance with consummated by the NYBCL and the DGCL and all other applicable provisions filing of the laws of the State of New York and of the State of Delaware, by ▇▇▇▇▇▇ Sub merging into MTE, which shall be the surviving corporation (sometimes referred to herein as the “Surviving Corporation”). Subject to the provisions of this Agreement, at the closing, the Parties shall cause certificates articles of merger to be executed, acknowledged and filed in customary form with the Secretary of State of the State of Delaware Nevada (the “Articles of Merger”) in accordance with Nevada Act. Upon such filing, Merger Sub 1 shall be merged with and into the Company, the separate existence of Merger Sub 1 shall cease and the Company shall continue as the surviving corporation under the laws of the State of Nevada (the “Surviving Corporation”). The Merger shall be effective at such time as the Articles of Merger are duly filed with and accepted for record by the Secretary of State of the State of New York in accordance with the relevant provisions of the DGCL and the NYBCL (together, the “Certificate of Merger”) and shall make all other filings Nevada or recordings required under the DGCL and the NYBCL. The First Merger shall become effective at such later time as the Certificate parties may specify in the Articles of Merger has been duly filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of New York or at such later date or time as may be agreed between Travelzoo and Azzurro Capital in writing and specified in the Certificate of Merger in accordance with the DGCL and the NYBCL, as applicable (the effective time “Effective Time”). (ii) At the Effective Time, by virtue of the Merger being hereinafter referred to as the “Effective Date of the First Merger”). At the Effective Date of the First Mergerand without any further action by any other Person: a. MTE and Merger Sub shall be merged into a single corporation, which shall be MTE as (A) all the Surviving Corporation, and the separate existence of Merger Sub shall cease except to the extent provided by the laws of the State of New York in the case of a corporation after its merger into another corporation. The manner of exchanging and converting the outstanding shares of each of MTE and Merger Sub shall be as follows: i. each share of common stock of MTE issued and outstanding prior to the First Merger shall be exchanged between Azzurro Capital and Travelzoo for [●] shares of common stock of Travelzoo; and ii. each share of common stock of Merger Sub issued and outstanding prior to the First Merger shall be converted into one (1) share of common stock of MTE, such that, following the First Merger, Azzurro Capital no longer holds any shares of common stock of MTE and Travelzoo holds 100% of the shares of common stock of MTE. b. The directors and officers of ▇▇▇▇▇▇ Sub immediately prior to the Effective Date of the First Merger shall be the directors and officers of the Surviving Corporation after the Effective Date of the First Merger until thereafter amended. The First Merger shall have the effects set forth herein and in the applicable provisions of the laws of the State of New York and of the State of Delaware. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Date of the First Merger, all propertyproperties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub and MTE 1 shall vest in the Surviving Corporation, Corporation and all debts, liabilities, obligations, restrictions obligations and duties of each of the Company and Merger Sub and MTE 1 shall become the debts, liabilities, obligations, restrictions obligations and duties of the Surviving Corporation.; 2. At the Effective Date of the First Merger, (aB) (y) the certificate of incorporation of Merger Sub 1, as in effect immediately prior to the Effective Date of the First Merger Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as of the Effective Time, except that all references to Merger Sub 1 in accordance with the terms thereof or as provided by applicable lawcertificate of incorporation shall be changed to refer to “New Birmingham, Inc.”; and (bz) the by-laws bylaws of Merger Sub 1, as in effect immediately prior to the Effective Date of the First Merger Time, shall be the by-laws bylaws of the Surviving Corporation as of the Effective Time, except that all references to Merger Sub 1 in the bylaws shall be changed to refer to “New Birmingham, Inc.”; (C) the directors and officers of Merger Sub 1 at the Effective Time shall be the directors and officers of the Surviving Corporation, in each case until thereafter amended successors are duly elected or appointed in accordance with the terms thereof, the certificate articles of incorporation and bylaws of the Surviving Corporation or as provided by applicable law; provided, however, in and the Nevada Act; (D) each case, that the name share of the corporation set forth therein shall be changed common stock of Merger Sub 1 issued and outstanding immediately prior to the name Effective Time will be converted into and become one validly issued, fully paid and non-assessable share of MTE. The Surviving Corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of any corporation of Delaware, as well as for enforcement of any obligation common stock of the Surviving Corporation arising from the First Merger, Corporation; (E) each Share issued and irrevocably appoints the Secretary of State of Delaware as its agent to accept service of process in any such suit or proceeding. The Secretary of State shall mail any such process outstanding immediately prior to the Surviving Corporation at c/o TravelzooEffective Time (other than Shares held in the treasury of the Company and any Dissenting Shares) and all rights in respect thereof shall forthwith cease to exist and be converted into and represent the right to receive, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇upon delivery of a duly-executed and completed letter of transmittal in the form attached hereto as Exhibit A (“Letter of Transmittal”), ▇▇▇▇ ▇▇▇▇▇the Per Share Merger Consideration; and (iii) all option plans of the Company, ▇▇▇ ▇▇▇▇including any plan pursuant to which the Options were granted, ▇▇ ▇▇▇▇▇shall be terminated and cease to exist pursuant to such actions by the board of directors, prior to the Effective Time, as necessary and appropriate to effectuate such termination.

First Merger. 1. MTE and (i) The First Merger Sub shall will be merged into consummated by the filing of a single corporation, in accordance with the NYBCL and the DGCL and all other applicable provisions of the laws of the State of New York and of the State of Delaware, by ▇▇▇▇▇▇ Sub merging into MTE, which shall be the surviving corporation (sometimes referred to herein as the “Surviving Corporation”). Subject to the provisions of this Agreement, at the closing, the Parties shall cause certificates certificate of merger to be executed, acknowledged and filed in customary form with the Secretary of State of the State of Delaware and the Secretary of State of the State of New York in accordance with the relevant provisions of the DGCL and the NYBCL (together, the “First Certificate of Merger”) in accordance with the DGCL. Upon such filing, Merger Sub 1 shall be merged with and into the Company, the separate existence of Merger Sub 1 shall make all other filings or recordings required under the DGCL cease, and the NYBCLCompany shall continue as the Surviving Corporation. The First Merger shall become be effective at such time as the First Certificate of Merger has been ▇▇▇▇▇▇ is duly filed with and accepted for record by the Secretary of State of the State of Delaware and (the Secretary of State “First Effective Time”). (ii) At the First Effective Time, by virtue of the State First Merger and without any further action by any other Person: (A) all the properties, rights, privileges, powers and franchises of New York or at such later date or time as may be agreed between Travelzoo the Company and Azzurro Capital in writing and specified Merger Sub 1 shall vest in the Certificate Surviving Corporation and all debts, liabilities, obligations and duties of the Company and Merger Sub 1 shall become debts, liabilities, obligations and duties of the Surviving Corporation; (B) (i) the certificate of incorporation of Merger Sub 1, as in effect immediately prior to the First Effective Time, shall become the certificate of incorporation of the Surviving Corporation; and (ii) the bylaws of Merger Sub 1, as in effect immediately prior to the First Effective Time, shall become the bylaws of the Surviving Corporation, except that the name of the Surviving Company shall be “Adenza Holdings, Inc.”, in each case, until thereafter amended as provided therein or by applicable Law; (C) the directors and officers of Merger Sub 1 at the First Effective Time shall become the directors and officers of the Surviving Corporation, in each case until successors are duly elected or appointed in accordance with the DGCL articles of incorporation and bylaws of the Surviving Corporation and the NYBCLDGCL, as applicable or until their earlier death, resignation or removal; (the effective time of the Merger being hereinafter referred to as the “Effective Date of the First Merger”). At the Effective Date of the First Merger: a. MTE and Merger Sub shall be merged into a single corporation, which shall be MTE as the Surviving Corporation, and the separate existence of Merger Sub shall cease except to the extent provided by the laws of the State of New York in the case of a corporation after its merger into another corporation. The manner of exchanging and converting the outstanding shares of each of MTE and Merger Sub shall be as follows: i. each share of common stock of MTE issued and outstanding prior to the First Merger shall be exchanged between Azzurro Capital and Travelzoo for [●] shares of common stock of Travelzoo; and ii. D) each share of common stock of Merger Sub 1 issued and outstanding immediately prior to the First Merger shall Effective Time will be converted into and become one (1) validly issued, fully paid and non-assessable share of common stock of MTE, such that, following the First Merger, Azzurro Capital no longer holds any shares of common stock of MTE Surviving Corporation; and (E) each Company Share issued and Travelzoo holds 100% of the shares of common stock of MTE. b. The directors and officers of ▇▇▇▇▇▇ Sub outstanding immediately prior to the First Effective Date Time (other than Company Shares held in the treasury of the First Company) and all rights in respect thereof shall forthwith cease to exist and all such Company Shares shall collectively be converted into and represent the right to receive, upon delivery of a duly executed and completed letter of transmittal in customary form (the “Letter of Transmittal”), the Merger Consideration, which Merger Consideration, in accordance with Treasury Regulations Section 1.358-2(a)(2)(ii), shall be allocated among the Company Shares in accordance with Section 1.1(a)(ii)(E) of the Company Disclosure Schedule; provided that, notwithstanding any other provision of this Agreement, the entitlement to the allocation of the Merger Consideration in respect of any share of a class or series of Company Shares shall be the directors and officers same as that of any other share of the Surviving Corporation after the Effective Date of the First Merger until thereafter amended. The First Merger shall have the effects set forth herein and in the applicable provisions of the laws of the State of New York and of the State of Delaware. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Date of the First Merger, all property, rights, privileges, immunities, powers, franchises, licenses and authority of Merger Sub and MTE shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of Merger Sub and MTE shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation. 2. At the Effective Date of the First Merger, (a) the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Date of the First Merger shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof same class or as provided by applicable law, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Date of the First Merger shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable law; provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of MTE. The Surviving Corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of any corporation of Delawareseries, as well as for enforcement of any obligation of the Surviving Corporation arising from the First Merger, and irrevocably appoints the Secretary of State of Delaware as its agent to accept service of process in any such suit or proceeding. The Secretary of State shall mail any such process to the Surviving Corporation at c/o Travelzoo, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇applicable.