travelzoopppdocuments






                                                        U.S. Small Business Administration                                                                NOTE                                                                                                      SBA Loan #        58099771-09    SBA Loan Name     Travelzoo    Date              {{*Dte_es_:signer1:date:format(date,April 24, 2020  “mmmm dd, yyyy”)}}   Date                     $3,121,605.00   Loan Amount    Date              1.00%    Interest Rate                               Date   Borrower          Travelzoo                        N/A       Operating   Company                        HSBC Bank USA, National Association   Lender                        1.  PROMISE TO PAY:       In return for the Loan, Borrower promises to pay to the order of Lender the amount of             $3,121,605.00            interest on the unpaid principal balance, and all other amounts required by this Note.   2.  DEFINITIONS:        “Loan” means the loan evidenced by this Note.      “Loan Documents” means the documents related to this loan signed by Borrower.      “SBA” means the Small Business Administration, an Agency of the United States of America.              SBA Form 147 (06/03/02) Version 4.1                                                                  Page 1/6        





 






       3.  PAYMENT TERMS:       Borrower must make all payments at the place Lender designates. The payment terms for this Note are:             The maturity date of this Note is two (2) years from the date of the       disbursement of the Loan to Borrower.   All remaining principal, interest and       other amounts that remain due and owing under this Note shall be paid by       Borrower to Lender on the maturity date.              The interest rate is fixed at 1.00% per year.  The interest rate may only be       changed in accordance with SOP 50 10.  Interest shall accrue commencing on the       date of disbursement of the Loan to Borrower.              Commencing on the 180th day following the date of disbursement of the Loan to       Borrower, Borrower must pay eighteen level monthly principal and interest       payments in an amount equal to an amount to be determined by Lender in its sole       and absolute discretion based on the actual principal amount of the Loan, plus       any capitalized interest outstanding at the end of the six month deferment       period commencing on the date of funding, and taking into account any       reductions in the principal amount due to forgiveness of a portion of the Loan,       if any.  Interest accrued during the six month deferment period will be       capitalized as principal and then amortized as set forth in the preceding       sentence.              Interest shall be calculated on the basis of twelve (12) thirty (30) day months       and a three hundred sixty (360) day year.              Lender will apply each installment payment first to pay interest accrued to the       day Lender receives the payment, then to pay any late fees, then to bring       principal current.              Conditional Loan Forgiveness:         The Loan evidenced by this Note was made by Lender to Borrower under the       Paycheck Protection Program (15 U.S.C. § 636(a)(36)) enacted by Congress under the       Coronavirus Aid, Relief and Economic Security Act (the “Act”).  The Act       (including the guidance issued by SBA and U.S. Department of the Treasury       related thereto) provides that all or a portion of this Loan may be forgiven       upon request from Borrower to Lender, provided the Loan proceeds are used in       accordance with the terms of the Act, Borrower is not in default under the Loan       or any of the Loan Documents, and Borrower has provided documentation to Lender       supporting such request for forgiveness that includes verifiable information on       Borrower’s use of the Loan proceeds, to Lender’s satisfaction, in its sole and       absolute discretion.                Loan Prepayment:       Notwithstanding any provision in this Note to the contrary:           Borrower may prepay this Note.  Borrower may prepay 20 percent or less of           the unpaid principal balance at any time without notice.  If Borrower           prepays more than 20 percent and the Loan has been sold on the secondary           market, Borrower must:                a.  Give Lender written notice;                b.  Pay all accrued interest; and                c.  If the prepayment is received less than 21 days from the date Lender                    receives the notice, pay an amount equal to 21 days’ interest from                    the date lender receives the notice, less any interest accrued during                    the 21 days and paid under subparagraph b., above.           If Borrower does not prepay within 30 days from the date Lender receives the           notice, Borrower must give Lender a new notice.                        SBA Form 147 (06/03/02) Version 4.1                                                                  Page 2/6        





 






       4.  DEFAULT:        Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower:        A.  Fails to do anything required by this Note and other Loan Documents;       B.  Defaults on any other loan with Lender;       C.  Does not preserve, or account to Lender’s satisfaction for, any of the Collateral or its proceeds;       D.  Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;       E.  Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;       F.  Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect            Borrower’s ability to pay this Note;       G.  Fails to pay any taxes when due;       H.  Becomes the subject of a proceeding under any bankruptcy or insolvency law;       I.  Has a receiver or liquidator appointed for any part of their business or property;       J.  Makes an assignment for the benefit of creditors;       K.  Has any adverse change in financial condition or business operation that Lender believes may materially affect           Borrower’s ability to pay this Note;       L.  Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior            written consent; or       M.  Becomes the subject of a civil or criminal action that Lender  believes may materially  affect  Borrower’s  ability to           pay this Note.    5.  LENDER’S RIGHTS IF THERE IS A DEFAULT:        Without notice or demand and without giving up any of its rights, Lender may:        A.  Require immediate payment of all amounts owing under this Note;       B.  Collect all amounts owing from any Borrower;       C.  File suit and obtain judgment;    6.  LENDER’S GENERAL POWERS:        Without notice and without Borrower’s consent, Lender may:       A.  Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan           Document. Among other things, the expenses may include payments           for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney’s           fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the           expenses to the principal balance;       B.  Release anyone obligated to pay this Note;                    SBA Form 147 (06/03/02) Version 4.1                                                                  Page 3/6        





 






       7.  WHEN FEDERAL LAW APPLIES:        When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations.       Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing       liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local       control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law       to deny any obligation, defeat any claim of SBA, or preempt federal law.   8.  SUCCESSORS AND ASSIGNS:        Under this Note, Borrower includes its successor, and Lender includes its successors and assigns.   9.  GENERAL PROVISIONS:        A.  All individuals and entities signing this Note are jointly and severally liable.       B.  Borrower waives all suretyship defenses.       C.  Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable            Lender to acquire, perfect, or maintain Lender’s liens on Collateral.       D.  Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender            may delay or forgo enforcing any of its rights without giving up any of them.       E.  Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.       F.  If any part of this Note is unenforceable, all other parts remain in effect.       G.  To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including           presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim            that Lender did not obtain any guarantee;               SBA Form 147 (06/03/02) Version 4.1                                                                  Page 4/6        





 






       10. STATE-SPECIFIC PROVISIONS:          A.   Electronic Signatures.  Borrower and Lender agree that the electronic             signature(s), whether digital or encrypted, of Borrower included in this             Note, if any, are intended to authenticate this writing and to have the             same force and effect as manual (“wet ink”) signatures.  The term             “electronic signature” means any electronic sound, symbol, or process             attached to or logically associated with a record and executed and adopted             by a party with the intent to sign such record, including facsimile or             electronic mail (e-mail) electronic signatures pursuant to the New York             Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309) as             amended from time to time.  Without limiting the generality of the             foregoing, delivery of an executed counterpart's signature page of this             Note, by facsimile, electronic mail in portable document format (.pdf) or             by any other electronic means intended to preserve the original graphic and             pictorial appearance of a document, has the same effect as physical             delivery of the paper (“wet ink”) document bearing original signature of             this Note.                       SBA Form 147 (06/03/02) Version 4.1                                                                  Page 5/6        





 






        11. BORROWER’S     NAME(S) AND SIGNATURE(S):                      By signing  below, each individual or entity becomes obligated under this Note as Borrower.                                                                                                               Borrower:                                                                                                            Travelzoo                                                                          {*Sig_es_:signer1:signature}}                                                      Lisa{  Su (Apr 24, 2020)                                                  By: _________________________                                                      Name: Lisa  SU                                                      Authorized Signatory                               SBA Form 147 (06/03/02) Version 4.1                                                                  Page 6/6        





 






                                                                                                           LOAN AGREEMENT                                                              THIS LOAN AGREEMENT (“Agreement”) is made on {April{*Dte_es_:signer1:date:format(date, 24, 2020  “mmmm dd, yyyy”)}}, between Travelzoo (the “Borrower”) and  HSBC BANK USA, NATIONAL ASSOCIATION (“Bank”), a national banking association organized under the laws of  the United States of America identified in the SBA Approval issued by the U.S. Small Business Administration (“SBA”)  to Bank, SBA Loan Number 58099771-09 (“Authorization”).   SBA has authorized a guaranty of a loan from Bank to Borrower under the Paycheck Protection Program (15 U.S.C. §  636(a)(36)) (the “Act”) in the original principal amount of $3,121,605.00 (the “Loan”) under the terms set forth in the  Authorization.    The Borrower and the Bank hereby agree as follows, in consideration of the promises set forth in this Agreement, and  subject  to  the  terms  and  conditions  of  the  Authorization  and  SBA's  Participating  Lender  Rules  as  defined  in  the  Guarantee Agreement between the Bank and the SBA:           1.       Subject to the terms and conditions of this Agreement, Bank agrees to make the Loan if Borrower                   complies with the following “Borrower Requirements”.  Borrower must:                    a.      Provide Bank with all certifications, documents or other information Bank is required by                           the Authorization to obtain from Borrower or any third party;                    b.      Execute a note and any other documents required by Bank;                    c.      Complies with the terms and conditions of this Agreement; and                    d.      Do everything necessary for Bank to comply with the terms and conditions of the Loan.           2.       Borrower represents and warrants, as of the date hereof, that:                    a.      Borrower was in business as of February 15, 2020, and for any Borrower who is not a                           natural person, had employees for which Borrower paid salaries, wages, or the equivalent                           and for which Borrower paid payroll taxes;                    b.      Borrower has reviewed the Act and represents, warrants and certifies to Bank that                           Borrower is an eligible applicant under the Act and the guidance promulgated by SBA and                           U.S. Department of Treasury related thereto;                     c.      The information provided in the application for the Loan and the information provided in all                           supporting documents and forms is true and accurate. If Borrower submitted a scanned,                           signed copy then Borrower is deemed by the execution of this document to have re-                          executed its application electronically within the guidelines set forth by the SBA for                           electronic signatures. Borrower acknowledges that knowingly making a false statement to                           obtain a guaranteed loan from SBA is punishable under 18 USC 1001 and 3571 by                           imprisonment of not more than five years and/or a fine of up to $250,000; under 15 USC                           645 by imprisonment of not more than two years and/or a fine of not more than $5,000;                           and, if submitted to a Federally insured institution, under 18 USC 1014 by imprisonment of                           not more than thirty years and/or a fine of not more than $1,000,000;                    d.      The amount of the Loan was calculated using tax documentation and other supporting                           documentation provided by Borrower to Bank.  Borrower hereby represents and warrants                           that any and all tax documents are identical to those submitted by Borrower to the IRS                           and that the information contained in any supporting documentation submitted to Bank is                           true, correct and complete;                                                                                                         Page 1 of 6   





 






                                  e.      Borrower shall use the Loan only for payroll costs, interest on mortgages, rent, and utilities                       and Borrower shall use account no. 876014520 to facilitate application of the Loan                       towards the approved costs; and                f.      Borrower has suffered an adverse impact to its business as a result of the COVID-19                       pandemic and intends to use the proceeds of the Loan to retain employees and maintain                       its payroll.                g.      The execution, delivery and performance of this Agreement, the U.S. Small Business                       Administration Note evidencing the Loan, and all other documents have been duly                       authorized by all necessary corporate action and each represents a legal, valid and                       binding obligation of Borrower and is fully enforceable according to its terms, except as                       limited by laws relating to the enforcement of creditors' rights.       3.       Borrower hereby acknowledges and agrees to the following:                a.      Any forgiveness of the Loan amount, in full or in part, is contingent on Borrower using the                       Loan only for the purposes identified in this Agreement and in accordance with the rules                       and guidelines set forth in the Act;                b.      Any request made by Borrower to Bank for forgiveness of the Loan, in full or in part, shall                       include documentation verifying the use of Loan proceeds towards permitted uses under                       the Act, satisfactory to Bank it its sole discretion;                c.      Any and all information and supporting documentation provided by Borrower to Bank is                       and shall be true, accurate and complete in all respects;                d.      Bank is entitled to, and shall, rely on documentation, certifications and attestations of the                       Borrower in connection with the determination of Borrower’s eligibility for the Loan, the                       Loan amount and the amount of the Loan eligible for forgiveness.   4.       The Borrower hereby agrees to the following additional covenants:                a.      None of the Borrower, any of its subsidiaries, or any director, officer, employee, agent, or                       affiliate of the Borrower or any of its subsidiaries, is a Person that is, or is owned or                       controlled by Persons that are: (i) the target of any sanctions administered or enforced by                       the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S.                       Department of State, the United Nations Security Council, the European Union, Her                       Majesty’s Treasury, the Hong Kong Monetary Authority or other relevant sanctions                       authority (collectively, “Sanctions”) or (ii) located, organized or resident in a country or                       territory that is the target of Sanctions, including, currently, the Crimea Region, Cuba, Iran,                       North Korea and Syria. Furthermore, the Borrower and its subsidiaries are in compliance,                       in all material respects, with all applicable anti-money laundering rules and regulations.                b.      None of the Borrower, not to the knowledge of the Borrower, any director, officer, agent,                       employee, affiliate or other Person acting on behalf of the Borrower or any of its                       subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a                       violation by such Persons of any applicable anti-bribery law, including, but not limited to,                       the United Kingdom Bribery Act 2010 (the “UK Bribery Act”) and the U.S. Foreign Corrupt                       Practices Act of 1977 (the “FCPA”). Furthermore, the Borrower and, to the knowledge of                       the Borrower, its affiliates have conducted their businesses in compliance with the UK                       Bribery Act, the FCPA and similar laws, rules or regulations and have instituted and                       maintain policies and procedures designed to ensure, and which are reasonably expected                       to continue to ensure, continued compliance therewith.                c.      No portion of any loan is to be used  (i) for the purpose of purchasing or carrying any                       "margin security" or "margin stock" as such terms are used in Regulations U and X of the                       Board of Governors of the Federal Reserve System, 12 C.F.R. 221 and 224 (ii) for                       primarily personal, family or household purposes (iii) to fund, directly or indirectly, any                       activity or business of or with any Person, or in any country or territory, that, at the time of                                                                                                     Page 2 of 6                     





 






                                      such funding, is the target of Sanctions or in any other manner that would result in a                   violation of Sanctions by any Person or (iv) to make any payment, directly or indirectly,                   that could constitute a violation of any anti-bribery laws.              d.      Borrower will furnish to Bank from time to time, such financial data and information about                   Borrower as Bank may reasonably request, including, without limitation, information                   regarding the use of proceeds of the Loan.             e.      The Borrower will maintain its existence in good standing and comply with all laws and                   regulations of the United States and of any state or states thereof and of any political                   subdivision thereof, and of any governmental authority which may be applicable to it or to                   its business; provided that this covenant shall not apply to any tax, assessment or charge                   which is being contested in good faith and with respect to which reserves have been                   established and are being maintained.            f.      Borrower will promptly pay all real and personal property taxes, assessments and charges                   and all franchise, income, unemployment, retirement benefits, withholding, sales and other                   taxes assessed against it or payable by it before delinquent; provided that this covenant                   shall not apply to any tax assessment or charge which is being contested in good faith and                   with respect to which reserves have been established and are being maintained.   5.       The terms and conditions of this Agreement:            a.      Are binding on Borrower and its successors and assigns; and            b.      Will remain in effect after the closing of the Loan.   6.       Failure to abide by any of the terms of this Agreement will constitute an event of default under the           note and other loan documents.   7.       If Borrower defaults on the Loan and the SBA suffers a loss, the name of the Borrower will be           referred for listing in the CAIVRS database, which may affect their eligibility for further financial           assistance.   8.       The Borrower shall indemnify, defend and hold the Bank and any Bank Affiliate and their directors,           officers, employees, agents and attorneys (each an "Indemnitee") harmless of and from any claim           brought or threatened against any Indemnitee by the Borrower, any guarantor or endorser of its           obligations, or any other person (as well as from reasonable attorneys' fees and expenses in           connection therewith) on account of the Bank’s relationship with the Borrower, or any guarantor or           endorser of the obligations (each of which may be defended, compromised, settled or pursued by           the Bank with counsel of the Bank’s election, but at the expense of the Borrower), except for any           claim arising out of the gross negligence or willful misconduct of the Bank.  The within           indemnification shall survive payment of the obligations, and/or any termination, release or           discharge executed by the Bank in favor of the Borrower.   9.       Notices.  Any notices under or pursuant to this Agreement shall be deemed duly received and           effective if delivered in hand to any officer or agent of the Borrower or Bank, or if mailed by           registered or certified mail, return receipt requested, or by nationally recognized overnight courier,           addressed to the Borrower or Bank at the address set forth in this Agreement or as any party may           from time to time designate by written notice to the other party.   10.      Governing Law.  This Agreement shall be governed by the laws of the State of New York without           giving effect to the conflicts of laws principles thereof.   11.      Taxes. Any and all payments made to the Bank pursuant to a note, this Agreement or any of the           other Loan Documents shall be made free and clear of, and without deductions or withholdings for,           or on account of, any present or future taxes, duties, levies, imposts, charges, compulsory loans,           assessments, or other deductions or withholdings whatsoever, and all liabilities with respect thereto           (other than franchise taxes and taxes imposed on or measured by the Bank's net income, receipts,           capital or net worth), imposed at any time by any authority having power to tax in any jurisdiction                                                                                                 Page 3 of 6                     





 






                              worldwide (such deductions or withholdings being hereinafter referred to as “Taxes”), unless the           deduction or withholding of such Taxes is required by any applicable law.  If any Taxes are required           by applicable law to be deducted or withheld from any payment hereunder, the Borrower shall           (i) increase the amount payable as is necessary so that, after making all required deductions or           withholdings (including deductions or withholdings applicable to additional amounts payable under           this paragraph), the Bank shall receive an amount equal to the amount it would have received had           no deductions or withholdings been made, (ii) the Borrower shall make such deductions or           withholdings, and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant           taxation authority or other authority in accordance with applicable law.  Within 30 days after the           date of payment of any taxes or other amounts deducted or withheld, the Borrower shall furnish the           Bank with an official receipt (or certified copy thereof) or other documentation reasonably           acceptable to the Bank evidencing such payment. Further, the Borrower shall indemnify the Bank           from and against any and all Taxes (irrespective of when imposed) and any liability, including,           without limitation, any related interest, penalties and expenses, that may become payable by the           Bank as a consequence of the Borrower’s failure to perform any of its obligations under this           Section, whether or not such Taxes or liability were correctly or legally asserted.  Payment pursuant           to this indemnification shall be made upon written demand therefor.  The Borrower shall pay (or if           appropriate, reimburse the Bank for) any stamp, documentary or similar taxes or any other excise,           intangible or property taxes, charges or similar levies (and any interest or penalty relating thereto)           imposed at any time which arise from, or otherwise with respect to, any payment made under a           Note or from execution, delivery or registration of a Note, this Agreement or any of the other Loan           Documents.   12.      USA Patriot Act and Beneficial Ownership Regulation.  The Bank is subject to the requirements of           the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Patriot Act")           and the requirements of 31 C.F.R. Sec. 1010.230 (the “Beneficial Ownership Regulation”) and hereby           notifies Borrower that pursuant to the requirements of the Patriot Act and the Beneficial Ownership           Regulation, it is required to obtain, verify and record information that identifies the Borrower, which           information  includes  the  name,  address  and  beneficial  ownership  of  the  Borrower and  other           information and applicable certifications that will allow the Bank to identify the Borrower in accordance           with the requirements of the Patriot Act and the Beneficial Ownership Regulation. Promptly following           any request therefor, Borrower will provide information, documentation and certifications reasonably           requested by the Bank for purposes of compliance with applicable “know your customer” and anti-          money laundering rules and regulations, including, without limitation, the Patriot Act (as hereinafter           defined)  and  the  Beneficial  Ownership  Regulation  (as  hereinafter  defined).  Any  information,           documentation or certification provided by the Borrower as required by the Patriot Act (as hereinafter           defined),  the  Beneficial  Ownership  Regulation  (as  hereinafter  defined)  or  any  other  anti-money           laundering rules and regulations is true and correct in all respects   13.      Jurisdiction and Venue.  Borrower irrevocably submits to the nonexclusive jurisdiction of any           Federal or state court sitting in New York, over any suit, action or proceeding arising out of or           relating to this Agreement.  Borrower irrevocably waives, to the fullest extent it may effectively do           so under applicable law, any objection it may now or hereafter have to the laying of the venue of           any such suit, action or proceeding brought in any such court and any claim that the same has           been brought in an inconvenient forum.  Borrower hereby consents to any and all process which           may be served in any such suit, action or proceeding, (i) by mailing a copy thereof by registered           and certified mail, postage prepaid, return receipt requested, to the Borrower's address shown in           this Agreement or as notified to the Bank and (ii) by serving the same upon the Borrower in any           other manner otherwise permitted by law, and agrees that such service shall in every respect be           deemed effective service upon Borrower.    14.      JURY WAIVER.  THE BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY           AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL           COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR           PROCEEDING IN CONNECTION WITH THIS AGREEMENT, THE OBLIGATIONS, ALL           MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION           HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH           ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE, OR HAS NOT BEEN, WAIVED.            THE BORROWER CERTIFIES THAT NEITHER THE BANK NOR ANY OF ITS           REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR           OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING           SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.                                                                                                Page 4 of 6                     





 






                     15.      Electronic Signatures.  Each party agrees that the electronic signatures, whether digital or           encrypted, of the parties included in this Agreement, if any, are intended to authenticate this writing           and to have the same force and effect as manual signatures.  The term “electronic signature”           means any electronic sound, symbol, or process attached to or logically associated with a record           and executed and adopted by a party with the intent to sign such record, including facsimile or           email electronic signatures.  Without limiting the generality of the foregoing, delivery of an executed           counterpart's signature page of this Agreement, by facsimile, electronic mail in portable document           format (.pdf) or by any other electronic means intended to preserve the original graphic and           pictorial appearance of a document, has the same effect as delivery of an executed original of this           Agreement.   16.      Further Assurances.  Borrower will from time to time execute and deliver to Bank such documents,           and take or cause to be taken, all such other or further action, as Bank may request in order to           effect and confirm or vest more securely in Bank all rights contemplated by this Agreement and the           other loan documents (including, without limitation, to correct clerical errors), to demonstrate that           Borrower was properly authorized to enter into the Loan pursuant to its governing loan documents,           or to comply with applicable statute or law.                                                                                    [SIGNATURE PAGE FOLLOWS]                                                                                                                                            Page 5 of 6                     





 






           IN WITNESS WHEREOF, Borrower has signed this Agreement effective as of the date first written above.      BORROWER:    Travelzoo             {*Sig_es_:signer1:signature}}      Lisa{   Su (Apr 24, 2020) By:                                                         Name: Lisa SU         Authorized Signatory                                                                                                         Page 6 of 6   





 






                                                                                                                                                                                               CERTIFICATE                                                                                            Date: {April{*Dte_es_:signer1:date:format(date, 24, 2020  “mmmm dd, yyyy”)}}   I hereby certify that I am a duly elected and acting authorized signatory (the “Authorized Signatory”) of  Travelzoo, a Delaware corporation (the “Borrower”), and that, as such, I am duly authorized to execute  and deliver this Certificate on behalf of the Borrower.  I hereby further certify on behalf of the Borrower,  pursuant to that certain U.S. Small Business Administration Note and Loan Agreement, dated as of the  date  hereof  (the  “Loan  Documents”),  by  and  among  the  Borrower  and  HSBC  BANK  USA,  NATIONAL  ASSOCIATION, a national banking association organized under the laws of the United States of America  (the “Bank”) that:               1.  On or  prior  to  the  date  hereof,  Borrower  has  delivered  to  the Bank  a true,  correct  and  complete copy of the certificate of incorporation, certificate of formation, certificate of partnership or other  similar formation document of the Borrower, together with all amendments thereto (the “Charter”), which  Charter is in full force and effect as of the date hereof.              2.  On or  prior  to  the  date  hereof,  Borrower  has  delivered  to  the Bank  a true,  correct  and  complete copy of the bylaws, operating agreement, partnership agreement or similar governing document  of  the  Borrower,  together  with  all  amendments  thereto  (the  “Governing  Document”),  which  Governing  Document is in full force and effect on the date hereof.              3.  I hereby certify that at a meeting of the Board of Directors, members, manager(s), partners  or appropriate governing persons of the Borrower (“Governing Body”), duly called and held in accordance  with the Governing Document, or through other duly authorized action in lieu of a meeting in accordance  with the  Governing  Document,  the  Governing  Body has  previously adopted  in  accordance  with  the  provisions of the Charter and Governing Documents, certain resolutions (the “Standing Resolutions”) which  authorize the individual or individuals identified therein (each, individually and collectively, the “Authorized  Individual”), on behalf of the Borrower to, among other things, borrow money or obtain credit from the Bank.   The  Standing  Resolutions  authorize the  execution  and delivery  of  the  Loan Documents  along  with any  related  agreements,  have not  been  rescinded,  amended  or  otherwise  modified  since  the  date  of  their  adoption and are in full force and effect on the date hereof.              4.  The Authorized Signatory is an Authorized Individual under the Standing Resolutions, is a  duly elected, qualified and acting officer, member, manager or general partner of the Borrower holding the  office or offices set forth in such resolutions and Governing Documents, and the Authorized Signatory is  authorized to execute and deliver on behalf of the Borrower, the Loan Documents and each of the other  instruments, agreements, documents and certificates executed or delivered by the Borrower in connection  therewith.              5.  The Borrower is in good standing under the laws of the jurisdiction of its incorporation or  formation.          The  parties  agree  and  consent  to  the  use  of  electronic  signatures  solely  for  the  purposes  of  executing this Certificate or any related transactional document (including any amendments thereto). Such  electronic signature shall be deemed to have the same full and binding effect as a handwritten signature.  The Bank is entitled to rely on this certificate in making any credit accommodation available to the Borrower.                                 [Remainder of page intentionally blank.]                                                                                         Page 1 of 2   





 






          IN WITNESS WHEREOF, the undersigned has executed this Certificate on behalf of the Company  as of the day and year first above written.                                                          COMPANY:                                                 Travelzoo                                                        {*Sig_es_:signer1:signature}}                                                  Lisa{  Su (Apr 24, 2020)                                              By: ____________________                                               Name:  Lisa SU                                               Authorized Signatory                                                                                             Page 2 of 2