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”).
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”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 20th, 2021 • ITHAX Acquisition Corp. • Blank checks • 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 • December 20th, 2021 • ITHAX Acquisition Corp. • Blank checks
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).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • December 20th, 2021 • ITHAX Acquisition Corp. • Blank checks • 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”).
BUSINESS COMBINATION AGREEMENT by and among ITHAX ACQUISITION CORP., ITHAX MERGER SUB I, LLC, ITHAX MERGER SUB II, LLC and Mondee Holdings II, Inc. Dated as of December 20, 2021Business Combination Agreement • December 20th, 2021 • ITHAX Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of December 20, 2021 (this “Agreement”), by and among ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (“Ithax”), Ithax Merger Sub I, LLC, a Delaware limited liability company (“Merger Sub I”), Ithax Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), and Mondee Holdings II, Inc., a Delaware corporation (the “Company”) (Ithax, Merger Sub I, Merger Sub II and the Company, collectively the “Parties” and each a “Party”). Capitalized terms used but not otherwise defined herein have the meaning set forth in Section 9.03.
