0001133311-22-000040 Sample Contracts

STOCK PURCHASE AGREEMENT

Stock Purchase Agreement • November 25th, 2022 • Travelzoo • Services-advertising • New York

• Contract Type
  Stock Purchase Agreement
• Filed
  November 25th, 2022
• Company
  Travelzoo
• Industry
  Services-advertising
• Jurisdiction
  New York

This Stock Purchase Agreement (this "Agreement"), dated as of November 25, 2022, is entered into between Travelzoo, a Delaware corporation (the "Company"), and Azzurro Capital Inc., a company organized under the laws of the Cayman Islands (the "Investor").

November 25, 2022 The Special Committee of the Board of Directors of

Stock Purchase Agreement • November 25th, 2022 • Travelzoo • Services-advertising

• Contract Type
  Stock Purchase Agreement
• Filed
  November 25th, 2022
• Company
  Travelzoo
• Industry
  Services-advertising

We understand that Travelzoo, a Delaware corporation (“Travelzoo” or the “Company”), will enter into a stock purchase agreement (the “Agreement”) with Azzurro Capital Inc. (“Azzurro”), pursuant to which Azzurro would contribute into Travelzoo all of the outstanding shares of capital stock in Metaverse Travel Experiences Inc. (“MTE”) and either (i) $10 million in cash or (ii) $2 million cash and a promissory note payable with a principal balance of $8 million to Travelzoo (the “Note”), in return for 3,410,000 shares of common stock in Travelzoo (the “Consideration”). The foregoing transaction is referred to hereinafter as the “Transaction”.