HotelPlanner.com And Reservations.com entered into non-binding letter of intent to acquire Astrea Acquisition Corp. (NasdaqCM:ASAX) in a reverse merger transaction in December 2020. HotelPlanner.com And Reservations.com entered into a definitive three-way merger agreement for a business combination to acquire Astrea Acquisition Corp. (NasdaqCM:ASAX) in a reverse merger transaction on August 9, 2021. Pursuant to the Merger Agreement, the aggregate value of the consideration (prior to giving effect to the earnout consideration described below) to be paid to the Pre-Closing Holders in the Transactions is approximately $500 million, In addition to the Unit Consideration and Cash Consideration, the Pre-Closing Holders will have the right to receive additional HotelPlanner.com Common Units upon the occurrence of certain earn-out triggering events, 5,000,000 HotelPlanner.com Common Units upon the date on which the volume weighted average closing sale price of the Class A Common Stock as reported on Nasdaq for a period of twenty trading days out of thirty consecutive trading days (as adjusted to reflect stock splits, dividends, reorganizations, reclassifications, and the like) (such price, the “Common Share Price”) is equal to or greater than $15.00 per share at any time during the period beginning at the Closing and ending on April 30, 2023; 8,000,000 HotelPlanner.com Common Units upon the date on which the Common Share Price is equal to or greater than $18.00 per share at any time during the period beginning at the Closing and ending on April 30, 2024, 7,000,000 HotelPlanner.com Common Units upon the date on which the Common Share Price is equal to or greater than $21.00 at any. At the Closing, HotelPlanner.com will issue an aggregate of 22,287,500 HotelPlanner.com Common Units, allocated among Astrea and a service provider of HotelPlanner.com in accordance with the Merger Agreement, and 8,862,500 warrants exercisable for HotelPlanner.com Common Units to Astrea. Upon completion of the business combination, the combined travel technology company will operate as HotelPlanner Inc., and will be listed on NASDAQ under the new ticker symbol “HOTP.” The transaction implies a pro forma company's enterprise value of $567.1 million, or 3.3x HotelPlanner's estimated 2022 revenue of approximately $170 million, and an implied equity market capitalization of approximately $687.9 million. Upon closing of the transaction, the combined company is to be named 'HotelPlanner Inc.' and its common stock and warrants are expected to be traded under the ticker symbols 'HOTP' and 'HOTPW,' respectively. Shareholders of HotelPlanner.com are expected tom hold 49% od the resulting issuer, Reservations.com shareholders to hold 19% while remaining will be held by Astrea's shareholders. The transaction is expected to provide HotelPlanner with more than $120 million in cash proceeds to its balance sheet, assuming no redemptions, to drive business performance and accelerate organic growth through investments and technology developments in artificial intelligence, machine learning, onboarding of gig-based travel agents, innovations and API services, and selective acquisitions. Existing HotelPlanner and Reservations.com owners have agreed to roll-over approximately 93% of its ownership and expect to retain approximately 68% ownership following consummation of the business combination. Secondary proceeds of $35 million are primarily intended to effectuate the transaction between Reservations.com and HotelPlanner.

Upon completion of the transaction, the management of the combined company will be led by Tim Hentschel, HotelPlanner's Co-Founder & Chief Executive Officer, who will also serve as Chairman of the Board of Directors, and HotelPlanner's Co-Founder John Prince, who will serve as Chief Information Officer. The senior management team will also include Joe Groglio, Chief Financial Officer, Bruce Rosenberg, Chief Operating Officer, Leticia Piloto-Rodriguez, Chief Legal Officer, and Philip Ballard, Chief Communications Officer & Head of Investor Relations. Reservations.com Co-Founders Yatin Patel and Mahesh Chaddah will also become part of HotelPlanner's management team and will be instrumental to the merged company going forward. Upon completion of the transaction, the surviving company's non-employee Board of Directors is expected to also include: Gianno Caldwell, Fox News political analyst; Jeff Goldstein, former President of Pricegrabber; Dieter Huckestein, former Chairman/Chief Executive Officer of Conrad Hotels and former Chairman of the American Hotel & Lodging Association; Mohsen Moazami, former President of Cisco Systems; Dylan Ratigan, former MSNBC host of “The Dylan Ratigan Show”; Kate Walsh, Dean of the Cornell University School of Hotel Administration; Jim Wilkinson, Chairman/Chief Executive Officer, TrailRunner International; Tim Hentschel, John Prince, Yatin Patel, and Mahesh Chaddah will also serve on the Board. The transaction will require the approval of the stockholders of Astrea, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals, specified waiting periods under the Hart-Scott-Rodino Antitrust Improvements, the Class A Common Stock shall be listed or have been approved for listing on the Nasdaq Stock Market, Astrea shall have at least $5,000,001 of net tangible assets remaining immediately prior to or upon consummation of the Merger, satisfaction of the minimum cash condition, approval of shareholders of HotelPlanner.com and Reservations.com. Astrea's Board of Directors approved the merger agreement and recommends the shareholders to vote in favor of the transaction. The transaction is expected to close in the fourth quarter of 2021. As of August 27, 2021, the transaction is expected to close by the end of the year. As of September 20, 2021, the transaction is expected to close in the fourth quarter of 2021. Use of proceeds generated form the transaction will be used to grow the team of engineers at HotelPlanner and continue to grow it's Artificial Intelligence.

EarlyBirdCapital, Inc. are serving as financial advisor to Astrea Acquisition Corp and David Alan Miller and Jeffrey M. Gallant of Graubard Miller as its legal advisor. Perella Weinberg Partners are serving as financial advisor to HotelPlanner, and David G. Bates, Milton A. Vescovacci, Mahesh H. Nanwani, Robert B. Lamm, Jeff Jonasen, Art Meyers, Lina Angelici, Greg Bader, Alan Lederman, Melanie Stocks, and Robin Goldston of Gunster Yoakley & Stewart, P.A. and Ryan Maierson, Tana Ryan, Navneeta Rekhi, Marc Jaffe, Senet Bischoff, Pardis Zomorodi, Ian Conner, Joseph Simei, Sven Volcker, Rachel Bates, Jeffrey Tochner, Erin Murphy of Latham & Watkins LLP as legal advisors to HotelPlanner. Gabriel J. Kurcab and Matt Kitchen of Katz Teller Brant & Hild, LPA and Thomas L. Hanley of Stradley Ronan Stevens & Young, LLP are serving as Reservations.com's legal advisors. Continental Stock Transfer & Trust Company acted as transfer agent to Astrea. At the Closing, Perella, will receive a fee of $7.5 million in cash and $2.5 million in stock. Advantage Proxy, Inc. acted as information agent to Astrea.

HotelPlanner.com And Reservations.com cancelled the acquisition of Astrea Acquisition Corp. (NasdaqCM:ASAX) in a reverse merger transaction on February 13, 2022.