TAX RECEIVABLE AGREEMENT by and among [HOTELPLANNER.COM] THE TRA HOLDER REPRESENTATIVE (as defined herein), the several TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS FROM TIME TO TIME PARTY HERETO Dated as of [·]Tax Receivable Agreement • August 11th, 2021 • Astrea Acquisition Corp. • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [·], is hereby entered into by and among [·], a Delaware corporation (the “Corporation”), Lexyl Travel Technologies, LLC, a Florida limited liability company (the “LLC”), the TRA Holder Representative (as defined below), and each of the Exchange TRA Holders and the Blocker TRA Holders (each as defined below) from time to time party hereto (collectively, the “TRA Holders”).
MEMBER SUPPORT AGREEMENTMember Support Agreement • August 11th, 2021 • Astrea Acquisition Corp. • Blank checks • Delaware
This MEMBER SUPPORT AGREEMENT (this “Agreement”), dated as of August 9, 2021, is made by and among Astrea Acquisition Corp., a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I hereto (the “Required Members”), Lexyl Travel Technologies, LLC, a Florida limited liability company (the “Company”). The Required Members, Acquiror and the Company shall be referred to herein from time to time collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER by and among ASTREA ACQUISITION CORP., PEREGRINE MERGER SUB, LLC, DOUBLE PEREGRINE MERGER SUB, LLC, LEXYL TRAVEL TECHNOLOGIES, LLC, and BENJAMIN & BROTHERS, LLC Dated as of August 9, 2021Letter Agreement Regarding Due Diligence • August 11th, 2021 • Astrea Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 9, 2021, by and among Astrea Acquisition Corp., a Delaware corporation (“Acquiror”), Peregrine Merger Sub, LLC, a Florida limited liability company and direct, wholly-owned subsidiary of Acquiror (“HotelPlanner.com Merger Sub”), Lexyl Travel Technologies, LLC, a Florida limited liability company (“HotelPlanner.com”), Double Peregrine Merger Sub, LLC, a Florida limited liability company and direct, wholly-owned subsidiary of HotelPlanner.com (“Reservations.com Merger Sub”) and Benjamin & Brothers, LLC, a Florida limited liability company (“Reservations.com,” and together with HotelPlanner.com and Reservations.com Merger Sub, the “Company Parties”). Acquiror, HotelPlanner.com, HotelPlanner.com Merger Sub, Reservations.com, and Reservations.com Merger Sub are collectively referred to herein as the “Parties” and individually as a “Party.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2021 • Astrea Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of _________________, ____, by and among HotelPlanner Inc. (formerly known as Astrea Acquisition Corp.), a Delaware corporation (the “Company”), Astrea Acquisition Sponsor LLC (the “Sponsor”) and the undersigned parties listed under Holders on the signature page hereto (each, a “Holder” and collectively, the “Holders”).
SPONSOR AGREEMENTSponsor Agreement • August 11th, 2021 • Astrea Acquisition Corp. • Blank checks • Delaware
This SPONSOR AGREEMENT (this “Agreement”), dated as of August 9, 2021, is made by and among Astrea Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Astrea Acquisition Corp., a Delaware corporation (“Acquiror”), and Lexyl Travel Technologies, LLC, a Florida limited liability company (the “Company”). Sponsor, Acquiror and the Company shall be referred to herein from time to time collectively as the “Parties.”
