TERRAPIN 3 ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July 16, 2014Warrant Agreement • February 9th, 2017 • Yatra Online, Inc. • Transportation services • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 16, 2014, is by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 GLOBAL AGREEMENTGlobal Agreement • November 21st, 2016 • Yatra Online, Inc. • Transportation services • England and Wales
Yatra Online Private Limited, an Indian company having its registered office at Unit No. 208/209, 2nd Floor, C-Wing, Trade World Centre, Kamala Mills, Senapati Bapat Marg, Lower Parel (W), Mumbai-400 013, Maharashtra, India (“Customer”)
Advertisement AgreementAdvertisement Agreement • November 15th, 2016 • Yatra Online, Inc. • Transportation services
BENNETT, COLEMAN & CO. LTD., an existing company within the meaning and provisions of the Companies Act, 1956, having its registered office at The Times of India Building, Dr. D.N. Road, Mumbai 400 001 and having its corporate office at Times House, 7, Bahadurshah Zafar Marg, New Delhi 110103 (hereinafter referred to as “BCCL”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the ONE PART;
SUBSCRIPTION AGREEMENTSubscription Agreement • November 21st, 2016 • Yatra Online, Inc. • Transportation services • New York
Subject to the terms and conditions set forth herein, the undersigned proposes to purchase the Ordinary Shares, par value $0.0001 per share (the “Shares”), from Yatra Online, Inc., a Cayman Islands exempted company limited by shares (the “Company”) for a purchase price of $10.00 per share. In connection therewith, the undersigned and the Company agree as follows:
SUBSCRIBER AGREEMENTSubscriber Agreement • November 15th, 2016 • Yatra Online, Inc. • Transportation services • Delhi
InterGlobe Technologies Inc., a company incorporated under the laws of USA, having its office at 303, Fifth Avenue #1608, New York, NY 10016, United States of America (hereinafter referred to as “IGT) through its authorised signatory Mr. Rajeev Kaul, of the One Part;
Macquarie Capital (USA) Inc. A Member of the Macquarie Group of CompaniesOriginal Letter Agreement • November 21st, 2016 • Yatra Online, Inc. • Transportation services • New York
YATRA ONLINE, INC. AMENDMENT NO. 2 TO WARRANT AGREEMENTWarrant Agreement • January 17th, 2020 • Yatra Online, Inc. • Transportation services • New York
This AMENDMENT NO. 2 (this “Amendment”) is made as of [·], 2020 by and between Yatra Online, Inc., an exempted company incorporated under the laws of the Cayman Island (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of July 16, 2014, by and between Terrapin 3 Acquisition Corporation and the Warrant Agent, as amended by that certain Assignment, Assumption and Amendment Agreement, dated December 16, 2016, by the Warrant Agent (the “Existing Warrant Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • February 9th, 2017 • Yatra Online, Inc. • Transportation services • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of December 16, 2016, by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), Yatra Online, Inc., a Cayman Islands exempted company limited by shares (“Yatra”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
MERGER AGREEMENT DATED JULY 16, 2019 BY AND AMONG EBIX, INC., EBIXCASH TRAVELS INC. AND YATRA ONLINE, INC.Merger Agreement • July 17th, 2019 • Yatra Online, Inc. • Transportation services • Delaware
THIS MERGER AGREEMENT, dated July 16, 2019 (this “Agreement”), is by and among Ebix, Inc., a Delaware corporation (“Parent”), EbixCash Travels Inc., a Cayman Islands exempted company limited by shares and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), and Yatra Online, Inc., a Cayman Islands exempted company limited by shares (the “Company”). The Company, Parent and Merger Sub may be referred to herein as a “party” and collectively as the “parties.”
ADVERTISING AGREEMENT BETWEEN BENNETT COLEMAN AND COMPANY LIMITED AND YATRA ONLINE PRIVATE LIMITED INDIA NON JUDICIAL e-Stamp - . -n{,ic--4.,..,...,8 "1 Certificate No. Certificate Issued Date Account Reference Unique Doc. Reference Purchased by...Advertising Agreement • January 31st, 2019 • Yatra Online, Inc. • Transportation services
EXCHANGE AND SUPPORT AGREEMENT by and among YATRA ONLINE, INC. and THE HOLDERS OF SHARES OF CLASS F COMMON STOCK OF TERRAPIN 3 ACQUISITION CORPORATION Dated December 16, 2016Exchange and Support Agreement • December 22nd, 2016 • Yatra Online, Inc. • Transportation services • New York
This Agreement is entered into in connection with the consummation of the transactions contemplated by the Amended and Restated Business Combination Agreement by and among Parent and the Company, dated as of September 28, 2016 (such transactions being the “Business Combination”).
PRELOAD AGREEMENTPreload Agreement • November 1st, 2016 • Yatra Online, Inc. • Transportation services
Reliance Retail Ltd., a Company registered under the Companies Act 1956 and having its registered office at 3rd floor, Court House, Lokmanya Tilak Marg, Dhobi Talao, Mumbai-400002, Maharashtra, India (Hereinafter referred to as “RRL” or “Reliance” which expression shall mean and include RRL, its successors, assigns and administrators)
Dividend Support Agreement September 28, 2016 YATRA ONLINE, INC., and The Shareholders of Yatra Named HereinDividend Support Agreement • November 21st, 2016 • Yatra Online, Inc. • Transportation services
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SUBSCRIBER AGREEMENTSubscriber Agreement • July 29th, 2021 • Yatra Online, Inc. • Transportation services • Delhi
This Subscriber Agreement (hereinafter “Agreement”) is entered into on 1st February, 2021 (“Execution Date”) at Delhi and shall be effective from 1st October, 2020 (“Effective Date”).
FACILITY AGREEMENTFacility Agreement • August 5th, 2019 • Yatra Online, Inc. • Transportation services
THIS FACILITY AGREEMENT made on the day, month and year set out in Part A of the Schedule hereof between the Borrower, i.e. the person(s) named in Part A of the Schedule hereof, of the ONE PART
TERM LOAN AGREEMENT between YATRA ONLINE, INC. as Borrower, and MACQUARIE CORPORATE HOLDINGS PTY LIMITED as Lender Dated as of July 24, 2015Term Loan Agreement • November 21st, 2016 • Yatra Online, Inc. • Transportation services • New York
THIS TERM LOAN AGREEMENT, dated as of July 24, 2015 is made by and among (1) YATRA ONLINE, INC., a Cayman Islands exempted company with registration number 159709 (the “Borrower”), and (2) MACQUARIE CORPORATE HOLDINGS PTY LIMITED, an Australian proprietary company with company number 096 705 109 (the “Lender”).
COOPERATION AGREEMENTCooperation Agreement • July 18th, 2022 • Yatra Online, Inc. • Transportation services
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into on July 17, 2022, by and among Yatra Online, Inc., a Cayman Islands exempted company (the “Company”) and the entities and individuals set forth on the signatures pages hereto (collectively with each of their respective Affiliates, the “Investor Group”).
12,500,000 Ordinary Shares ($0.0001 par value) Plus an option to purchase from the Company up to 1,875,000 additional Securities Underwriting AgreementAgreement • June 22nd, 2020 • Yatra Online, Inc. • Transportation services • New York
FIRST AMENDMENT TO COOPERATION AGREEMENTCooperation Agreement • September 1st, 2023 • Yatra Online, Inc. • Transportation services
This First Amendment to the Cooperation Agreement (this “Amendment”), dated August 29, 2023, is by and among Yatra Online, Inc., a Cayman Islands exempted company (the “Company”) and the entities and individuals set forth on the signatures pages hereto (each, an “Investor” and collectively, the “Investors” or, with their respective affiliates and associates, the “Investor Group”). The Cooperation Agreement, dated January 17, 2022, was entered into by and among the Company and the Investor Group (the “Cooperation Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Cooperation Agreement.
DATED THE 26th DAY OF SEPTEMBER 2006 OPENJAW TECHNOLOGIES & YATRA SYSTEM SUPPLY AND IMPLEMENTATION AGREEMENTSystem Supply and Implementation Agreement • November 21st, 2016 • Yatra Online, Inc. • Transportation services • London
A The Customer wishes to implement an online travel website providing information and booking services in respect of airline flights, car hire, hotels and certain additional booking services through a B2C website.
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SIDE LETTER No.2 TO THE GLOBAL AGREEMENTYatra Online, Inc. • July 29th, 2021 • Transportation services
This Side Letter (“Side Letter”) is effective from 1 July 2020 (“Effective Date”) between Amadeus IT Group, S.A., a Spanish company with principal offices at C/Salvador de Madariaga 1, 28027 Madrid, Spain, (“Amadeus”) and Yatra Online Private Limited, an Indian company having its registered office at B2, 101, First Floor, Marathon Innova, Marathon Nextgen Complex, Opp. Peninsula Corporate Park, Off. Ganpatrao Kadam Marg, Lower Parel West, Mumbai – 400013, Maharashtra, India (“Customer”) Each a “Party” and collectively the “Parties”.
FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENT BETWEEN YATRA ONLINE, INC. (“BORROWER”) AND MAK CAPITAL FUND, LP (“HOLDER”)Purchase Agreement • June 30th, 2023 • Yatra Online, Inc. • Transportation services
This First Amendment to the Note Purchase Agreement dated October 05, 2022 (the “Purchase Agreement”) is made as of June 28, 2023 (the “Effective Date”), between the Borrower and Holder (the “First Amendment”).
ContractGlobal Agreement • August 5th, 2019 • Yatra Online, Inc. • Transportation services
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.
INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered into as of December 16, 2016, by and among Yatra Online, Inc., a Cayman Islands exempted company limited by shares (the "Company"), and the undersigned parties...Investor Rights Agreement • May 3rd, 2018 • Yatra Online, Inc. • Transportation services
Repurchase AgreementRepurchase Agreement • November 21st, 2016 • Yatra Online, Inc. • Transportation services
This Repurchase Agreement (this “Agreement”) is entered into as of September 28, 2016, by and among Yatra Online, Inc., a Cayman Islands exempted company (the “Company”), and the shareholders of the Company listed on Exhibit A (collectively, the “Holders” and individually, a “Holder”).
COOPERATION AGREEMENTCooperation Agreement • January 21st, 2022 • Yatra Online, Inc. • Transportation services
This AGREEMENT, dated as of January 17, 2022 (this “Agreement”), is made and entered into by Yatra Online, Inc., a Cayman Islands exempted company (the “Company”), and each of the persons set forth on the signature page hereto (each, an “Investor” and collectively, the “Investors” or, with their respective affiliates and associates, the “Investor Group”).
FIRST AMENDMENT TO COOPERATION AGREEMENTCooperation Agreement • September 1st, 2023 • Yatra Online, Inc. • Transportation services
This First Amendment to the Cooperation Agreement (this “Amendment”), dated August 29, 2023, is by and among Yatra Online, Inc., a Cayman Islands exempted company (the “Company”) and the entities and individuals set forth on the signatures pages hereto (collectively with each of their respective affiliates, the “Investor Group”). The Cooperation Agreement, dated July 17, 2022, was entered into by and among the Company and the Investor Group (the “Cooperation Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Cooperation Agreement.
AND YATRA ONLINE PRIVATE LIMITED SHARE SUBSCRIPTION CUM SHAREHOLDERS AGREEMENT April 29, 2015 YATRA ONLINE PRIVATE LIMITED SHARE SUBSCRIPTION CUM SHAREHOLDERS AGREEMENTShare Subscription Cum Shareholders Agreement • November 21st, 2016 • Yatra Online, Inc. • Transportation services
(Yatra India, Pandara Trust, Capital18 and Yatra Cayman are collectively referred to herein as “Parties” and each individually as a “Party”. Pandara Trust and Capital18 shall hereinafter be individually referred to as the “Investor” and collectively as the “Investors”).
Macquarie Corporate Holdings Pty Limited ABN 54 096 705 109Loan Agreement • November 21st, 2016 • Yatra Online, Inc. • Transportation services • New York
December 15, 2016Yatra Online, Inc. • July 31st, 2018 • Transportation services
As you may be aware, Yatra Online, Inc., a Cayman Islands exempted company limited by shares (the “Company”), intends to have its ordinary shares (“Ordinary Shares”) commence trading on NASDAQ on or before December 19, 2016.
EXECUTION VERSION US$7.8 MILLION FACILITY AGREEMENT AMONG YATRA ONLINE, INC. (as Borrower) ASIA CONSOLIDATED DMC PTE. LTD. (as Guarantor) AND INNOVEN CAPITAL SINGAPORE PTE. LTD. (as Lender) DATED THE 12th DAY OF SEPTEMBER 2017 I RAJAH & TANN FACILITY...Facility Agreement • December 19th, 2017 • Yatra Online, Inc. • Transportation services
September 27, 2016Yatra Online, Inc. • November 15th, 2016 • Transportation services
As you may be aware, Yatra Online, Inc., a Cayman Islands exempted company limited by shares (the “Company”), intends to have its ordinary shares (“Ordinary Shares”) commence trading on NASDAQ on or before December 19, 2016.
SECOND AMENDMENT TO THE NOTE PURCHASE AGREEMENT BETWEEN YATRA ONLINE, INC. (“BORROWER”) AND MAK CAPITAL FUND, LP (“HOLDER”)Purchase Agreement • September 1st, 2023 • Yatra Online, Inc. • Transportation services
This Second Amendment to the Note Purchase Agreement dated October 05, 2022, as amended via the First Amendment dated June 28, 2023, (the “Purchase Agreement”), is made as of August 29, 2023 (the “Effective Date”), between the Borrower and Holder (the “Second Amendment”).
Warrant Subscription AgreementWarrant Subscription Agreement • November 21st, 2016 • Yatra Online, Inc. • Transportation services
BENNETT, COLEMAN & CO. LTD., an existing company within the meaning and provisions of the Companies Act, 1956, with its registered office at The Times of India Building, Dr. D.N. Road, Mumbai 400 001 and having its corporate office at Times House, 7, Bahadur Shah Zafar Marg, New Delhi, 110103 (hereinafter referred to as “BCCL”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the FIRST PART;
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 7th, 2022 • Yatra Online, Inc. • Transportation services • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of October 5, 2022, and is made by and between YATRA ONLINE, INC., a Cayman Islands exempted company limited by shares (the “Borrower” or “Company”), and MAK CAPITAL FUND, LP, a Bermuda limited liability partnership (together with any subsequent holder hereof, the “Holder”).
