Travelzoo 2012 Annual Report Download - page 53

APPENDIX A
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
TRAVELZOO INC.
TRAVELZOO INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the
State of Delaware (the "Corporation"), does hereby certify as follows:
FIRST: The name of the Corporation is Travelzoo Inc.
SECOND: The Corporation's original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January
19, 2001.
THIRD: Section A of Article FOURTH of the Certificate of Incorporation of the Corporation shall be amended to read in its entirety as
follows:
"
A. Classes and Number of Shares.
Upon the filing and effectiveness (the "Effective Time") pursuant to the General Corporation Law of the State of Delaware (the "DGCL")
of this Amendment to the Corporation's Certificate of Incorporation, each twenty
- five (25) shares of the Corporation's Common Stock, par value
$0.01 per share, issued and outstanding immediately prior to the Effective Time, shall automatically be reclassified, combined, and converted into
one (1) validly issued, fully paid, and non - assessable share of Common Stock, par value $0.01 per share, of the Corporation, without any action by
any holder thereof; provided that no fractional share interests shall be issued as a result of the foregoing reclassification, combination, and
conversion to any stockholder that holds, of record, fewer than twenty - five (25) shares of Common Stock immediately prior to the Effective Time,
and, in lieu of such fractional share interests (collectively, "Converted Fractionalized Interests"), any such stockholder shall be entitled, upon the
Effective Time, to receive a cash payment equal to the Share Value (as defined below) of each share of Common Stock held by such stockholder
immediately prior to the Effective Time.
As used herein, "Share Value" shall mean the higher of (i) the average closing price of the Common Stock on the Nasdaq Global Select
Market ("Nasdaq") for the ten (10) consecutive trading days ending on the last trading day prior to the date of the Effective Time and (ii) the
average sale price received by the transfer agent of the Common Stock in its sale in open market transactions on Nasdaq of the shares of Common
Stock resulting from its aggregation of all Converted Fractionalized Interests without the deduction of any costs associated with such sales.
From and after the Effective Time, (i) certificates that, immediately prior to the Effective Time, represent shares of Common Stock that are
held by any stockholder that holds more than twenty
- five (25) shares of Common Stock immediately prior to the Effective Time shall thereafter
represent the number of shares of Common Stock into which such shares shall have been reclassified, combined, and converted at the Effective
Time pursuant to this Certificate of Amendment, and (ii) certificates that, immediately prior to the Effective Time, represent shares of Common
Stock that are held by any stockholder that holds fewer than twenty - five (25) shares of Common Stock immediately prior to the Effective Time shall
thereafter represent only the right to receive a payment in cash equal to the Share Value for each share of Common Stock previously represented
by such certificate.
The total number of shares of stock which the Corporation shall have the authority to issue is 40,000,000 shares of common stock of the
par value of $0.01 each, amounting in the aggregate to Four Hundred Thousand Dollars ($400,000) ("Common Stock"), and 5,000,000 shares of
preferred stock of the par value of $0.01 each , amounting in the aggregate to $50,000 ("Preferred Stock")."
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