UNDERWRITING AGREEMENT between ITHAX ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: January 27, 2021 ITHAX ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2021 • ITHAX Acquisition Corp. • Blank checks • New York
The undersigned, ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • April 26th, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of [●], 2022 (the “Effective Date”), is by and among Mondee Holdings, Inc., a Delaware corporation (formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company (“ITHAX”)) (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 8th, 2021 • ITHAX Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2021, by and between ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ITHAX Acquisition Corp. 555 Madison Avenue, Suite 11A New York, NY 10022ITHAX Acquisition Corp. • October 23rd, 2020 • Blank checks • New York
ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer ITHAX Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,031,250 Class B ordinary shares of the Company (the “Shares”), par value $0.001 per share (the “Class B Shares”), up to 656,250 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A Shares on a one-for-one basis, subject to adjustment, upon t
WARRANT AGREEMENTWarrant Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 27, 2021, is by and between ITHAX Acquisition Corp., a Cayman Islands exempted company (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”).
INDEMNITY AGREEMENTIndemnity Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _______, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • July 20th, 2022 • Mondee Holdings, Inc. • Transportation services • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of July 18, 2022, by and between Mondee Holdings, Inc., a Delaware corporation (the “Company”), and [Name], a member of the Board of Directors of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • July 20th, 2022 • Mondee Holdings, Inc. • Transportation services • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of July 18, 2022 (the “Effective Date”), is by and among Mondee Holdings, Inc., a Delaware corporation (formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company (“ITHAX”)) (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”).
ITHAX Acquisition Corp. Suite 11A New York, NY 10022 Re: Initial Public Offering Gentlemen:Letter Agreement • February 1st, 2021 • ITHAX Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 24,150,000 of the Company’s units (including up to 3,150,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registra
FINANCING AGREEMENT Dated as of December 23, 2019 by and among MONDEE HOLDINGS, LLC, as Parent, EACH SUBSIDIARY OF THE PARENT LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, THE PARENT AND EACH SUBSIDIARY OF THE PARENT LISTED AS A...Financing Agreement • May 20th, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
INDEMNITY AGREEMENTIndemnity Agreement • January 8th, 2021 • ITHAX Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _______, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • December 20th, 2021 • ITHAX Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 20, 2021, by and between ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2023 • Mondee Holdings, Inc. • Transportation services
This Employment Agreement (“Agreement”) is made and entered into by and between Mondee, Inc., a Delaware corporation (the “Company”), and Prasad Gundumogula (“Employee”) effective as of September 14, 2023 (the “Effective Date”). As provided for in Section 17, this Agreement supersedes all prior employment agreements between the Company and Employee.
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MONDEE HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN * * * * * Participant: Prasad Gundumogula Grant Date: September 14, 2023 Number of Restricted Stock Units Granted: 1,560,000 * * * * * THIS RESTRICTED...Restricted Stock Unit Agreement • November 14th, 2023 • Mondee Holdings, Inc. • Transportation services • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 27, 2021, is made and entered into by and among ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE MONDEE HOLDINGS, INC. 2022 EQUITY INCENTIVE PLANNonqualified Stock Option Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Mondee Holdings, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Mondee Holdings, Inc. 2022 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of January 27, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ITHAX Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
5,250,000 Shares MONDEE HOLDINGS, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT June 6, 2023Underwriting Agreement • June 12th, 2023 • Mondee Holdings, Inc. • Transportation services • New York
CERTAIN IDENTIFIED INFORMATION MARKED WITH "[***]" HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENT NO. 10 TO FINANCING AGREEMENTFinancing Agreement • February 3rd, 2023 • Mondee Holdings, Inc. • Transportation services
Financing Agreement, dated as of December 23, 2019, by and among Mondee Holdings, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), TCW Asset Management Company LLC, a Delaware limited liability company (“TCW”), as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), and Wingspire Capital LLC, a Delaware limited liability company (“Wi
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2021 • ITHAX Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Mondee Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability), ITHAX Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) Mondee Holdings, LLC, a Delaware limited liability company (“Mondee LLC”), each person listed on the signature pages under the caption “Third-Party Investors” or who execute a Joinder as a “Third-Party Investor” and each person listed on the signature pages under the caption “Earn-Out Holders” or who executes a Joinder as an “Earn-Out Holders” or who executes a Joinder as an “Earn-Out Holder” (the Sponsor, Mondee LLC, Third-Party Investors (as defined below) and the Earn-Out Holders (as defined below) are collectively referred to as “Holders” and each, a “Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 20th, 2023 • Mondee Holdings, Inc. • Transportation services
This Employment Agreement (“Agreement”) is made and entered into by and between Mondee Holdings, Inc., a Delaware corporation (the “Company”), and Jesus Portillo (“Executive”) effective as of April 20, 2023 (the “Effective Date”). As provided for in Section 17, this Agreement supersedes all prior employment agreements between the Company and Executive.
CERTAIN IDENTIFIED INFORMATION MARKED WITH “[***]” HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. STOCK PURCHASE AGREEMENT by and among MONDEE, INC....Stock Purchase Agreement • November 17th, 2023 • Mondee Holdings, Inc. • Transportation services • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 13, 2023, by and among Mondee, Inc., a Delaware corporation (“Buyer”), Mondee Holdings, Inc., a Delaware corporation (“Holdings”), Purple Grids Inc., a Delaware corporation (“PurpleGrids”), each of the individuals and entities listed on Exhibit A hereof, in their capacity as a stockholder of Company (each a “Seller” and collectively, the “Sellers”) and Joseph Vijay Raj John as the Sellers’ Representative (the “Sellers’ Representative”).
ITHAX Acquisition Corp. Suite 11A New York, NY 10022 Re: Initial Public Offering Gentlemen:Letter Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 24,150,000 of the Company’s units (including up to 3,150,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registra
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2023 • Mondee Holdings, Inc. • Transportation services • New York
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2023, is made and entered into by and among Mondee Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability), each person listed on the signature pages under the caption “Holders” or who execute a Joinder hereto pursuant to Section 5.2 hereof (collectively, the “Holders” and each, an “Holder”) and the holder of a majority of the Registrable Securities (as defined in the Amended and Restated Rights Agreement (as defined below)) (the “Required Holder”), which amends and restates that certain amended and restated registration rights agreement, dated as of October 17, 2023, by and among the Company and the investors party thereto (the “Amended and Restated Registration Rights Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2022 • Mondee Holdings, Inc. • Transportation services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 18, 2022, is made and entered into by and among Mondee Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability), ITHAX Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) Mondee Holdings, LLC, a Delaware limited liability company (“Mondee LLC”), each person listed on the signature pages under the caption “Third-Party Investors” or who execute a Joinder as a “Third-Party Investor” and each person listed on the signature pages under the caption “Earn-Out Holders” or who executes a Joinder as an “Earn-Out Holders” or who executes a Joinder as an “Earn-Out Holder” (the Sponsor, Mondee LLC, Third-Party Investors (as defined below) and the Earn-Out Holders (as defined below) are collectively referred to as “Holders” and each, a “Holder”).
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • October 21st, 2022 • Mondee Holdings, Inc. • Transportation services • New York
This Amendment to Warrant Agreement (this “Amendment”) is made as of October 18, 2022 by and between Mondee Holdings, Inc., a Delaware corporation f/k/a ITHAX Acquisition Corp. (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 Amended and Restated Warrant Agreement, dated as of July 18, 2022 (the “Existing Warrant Agreement”), between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
ContractPledge and Security Agreement • May 20th, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • Delaware
This Stock Purchase Agreement (this “Agreement”) is made as of December 16, 2019 (the “Effective Date”) by and between LBF Acquisition Corporation, Inc., a Delaware corporation (the “Company”), and Mondee, Inc. (the “Purchaser”).
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • December 20th, 2023 • Mondee Holdings, Inc. • Transportation services
THIS AMENDED AND RESTATED WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of December 14, 2023, is by and between Mondee Holdings, Inc., 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”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • Delaware
This SPONSOR SUPPORT AGREEMENT, dated as of December 20, 2021 (this “Agreement”), by and among ITHAX Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Mondee Holdings II, Inc., a Delaware corporation (the “Company”), and ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (“SPAC”).
EARN-OUT AGREEMENTEarn-Out Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services
This EARN-OUT AGREEMENT (this “Agreement”), dated as of December 20, 2021, is made by and among ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (and any successor entity, “Ithax”) and the Persons listed on Schedule A attached hereto (the “Members”). Ithax and the Members shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
BOARD SERVICES AGREEMENTBoard Services Agreement • September 20th, 2023 • Mondee Holdings, Inc. • Transportation services
This Board Services Agreement (the “Agreement”) is made as of this 14th day of September, 2023 (the “Effective Date”), by and between MONDEE HOLDINGS, INC. (“Company”) and Jeff Clarke (“Director”) (collectively with Company, the “Parties”; each of the Parties referred to individually as a “Party”).
CERTAIN IDENTIFIED INFORMATION MARKED WITH "[***]" HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENT NO. 11, CONSENT AND WAIVER TO FINANCING AGREEMENTFinancing Agreement • October 17th, 2023 • Mondee Holdings, Inc. • Transportation services
Financing Agreement, dated as of December 23, 2019, by and among Mondee Holdings, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), TCW Asset Management Company LLC, a Delaware limited liability company (“TCW”), as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), and Wingspire Capital LLC, a Delaware limited liability company (“Wi
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • Delaware
This STOCKHOLDER SUPPORT AGREEMENT, dated as of December 20, 2021 (this “Agreement”), by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Mondee”) and ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (“SPAC”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2022 • Mondee Holdings, Inc. • Transportation services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 29, 2022, is made and entered into by and among Mondee Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability), and each person listed on the signature pages under the caption “Third-Party Investors” or who execute a Joinder hereto pursuant to Section 5.2 hereof (collectively, the “Holders” and each, a “Holder”).
