15,000,000 Units ASTREA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2021 • Astrea Acquisition Corp. • Blank checks • New York
Astrea Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2021 • Astrea Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 3, 2021, by and among Astrea Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 9th, 2021 • Astrea Acquisition Corp. • Blank checks • Delaware
This agreement, made and entered into effective as of February 3, 2021 (“Agreement”), by and between Astrea Acquisition Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 9th, 2021 • Astrea Acquisition Corp. • Blank checks • New York
EARLYBIRDCAPITAL, INC. New York, New York 10017 February 3, 2021Astrea Acquisition Corp. • February 9th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Astrea Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333- 252010) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • February 9th, 2021 • Astrea Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of February 3, 2021 between Astrea Acquisition Corp., a Delaware corporation, with offices at 55 Ocean Lane Drive, Apt. 3021, Key Biscayne, FL 33149 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
Astrea Acquisition Corp. Key Biscayne, FL 33149Letter Agreement • January 26th, 2021 • Astrea Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Astrea Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (“Warrant”), each whole Warrant exercisable for one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 12 hereof.
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”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 9th, 2021 • Astrea Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of February 3, 2021 (“Agreement”), by and among Astrea Acquisition Corp., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Sponsor”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).
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.”
Astrea Acquisition Corp. 55 Ocean Lane Drive, Apt. 3021 Key Biscayne, FL 33149Astrea Acquisition Corp. • January 26th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Astrea Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Astrea Acquisition Sponsor LLC (the “Sponsor”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 55 Ocean Lane Drive, Apt. 3021, Key Biscayne, Florida 33149 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date
Lexyl Travel Technologies, LLC West Palm Beach, FL 33401 February 13, 2022Astrea Acquisition Corp. • February 14th, 2022 • Transportation services
Reference is made to that certain Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), dated as of August 9, 2021, by and among Astrea Acquisition Corp. (“Acquiror”), Peregrine Merger Sub, LLC, a direct, wholly owned subsidiary of Acquiror, Lexyl Travel Technologies, LLC (“HotelPlanner.com”), Double Peregrine Merger Sub, LLC, a direct, wholly-owned subsidiary of HotelPlanner.com, and Benjamin & Brothers, LLC (“Reservations.com,” and together with HotelPlanner.com and Acquiror, the “Parties” and, each, a “Party”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement.
STRATEGIC PARTNERSHIP AGREEMENTLetter Agreement • October 20th, 2022 • Astrea Acquisition Corp. • Transportation services • New York
THIS STRATEGIC PARTNERSHIP AGREEMENT (this “Agreement”), dated October 14, 2022, is by and among Astrea Acquisition Sponsor LLC (the “Sponsor”), Sports Masters Management LLC (“SMM”) and Astrea Acquisition Corp. (the “SPAC”).
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.”
