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:
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE MONDEE HOLDINGS, INC. 2022 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • Delaware
THIS RESTRICTED STOCK UNIT 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
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”).
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
ContractPledge and Security Agreement • March 21st, 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”).
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).
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”).
SECURITY AGREEMENT SUPPLEMENTFinancing Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
Reference hereby is made to (a) the Financing Agreement, dated as of December 23, 2019 (such agreement, as amended, restated, supplemented, modified or otherwise changed from time to time, including any replacement agreement therefor, being hereinafter referred to as the “Financing Agreement”) by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each a “Guarantor” and collectively, the “Guarantors”, and together with the Borrowers, each a “Grantor” and collectively, the “Grantors”), the lenders from time to time
SECURITY AGREEMENT SUPPLEMENTFinancing Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
Reference hereby is made to (a) the Financing Agreement, dated as of December 23, 2019 (such agreement, as amended, restated, supplemented, modified or otherwise changed from time to time, including any replacement agreement therefor, being hereinafter referred to as the “Financing Agreement”) by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each a “Guarantor” and collectively, the “Guarantors”, and together with the Borrowers, each a “Grantor” and collectively, the “Grantors”), the lenders from time to time
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.Financing Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • Kilimanjaro
This INCREMENTAL JOINDER AND AMENDMENT NO. 1, dated as of February 6, 2020 (this “Agreement”), is made and entered into by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages hereto (each a “Borrower” and, collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (each a “Guarantor” and, collectively, the “Guarantors”), each of the entities listed as an “Incremental Lender” on the signature pages hereto (each an “Incremental Lender” and, collectively, the “Incremental Lenders”), each of the entities listed as an “Existing Lender” on the signature pages hereto (each an “Existing Lender” and, collectively, the “Existing Lenders” and, together with the Incremental Lenders, each a “Lender” and, collectively, the “Lenders”) and TCW Asset Management Company LLC, as agent for the Lenders (in such capacity, together with its succ
AMENDMENT NO. 2 TO FINANCING AGREEMENTFinancing Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
AMENDMENT NO. 2, dated as of May 1, 2020 (this “Amendment”), to the Financing Agreement, dated as of December 23, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and TCW Asset Management Company
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. LOAN AGREEMENT Dated October 16, 2012ITHAX Acquisition Corp. • March 21st, 2022 • Transportation services • California
THIS AGREEMENT IS MADE the 16th of October, 2012, between ExploreTrip, Inc. (“Borrower”) a Corporation, incorporated in the state of Delaware, located at 4000 East Third Ave, Ste 650, Foster City, CA 94404; and Prasad Gundumogula (“Lender”) a single person, residing at [***].
PUT OPTION AGREEMENTPut Option Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • Delaware
This PUT OPTION AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2020, by and between Mondee Holdings, LLC, a Delaware limited liability company (“Holdings”), and the actual and prospective holders of Holdings LLC Units as set forth on Exhibit A (each a “Holder” and collectively, the “Holders”).
AMENDMENT NO. 3 TO FINANCING AGREEMENTFinancing Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
AMENDMENT NO. 3, dated as of September 3, 2020 (this “Amendment”), to the Financing Agreement, dated as of December 23, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and TCW Asset Management C
PUT OPTION AGREEMENTPut Option Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • Delaware
This PUT OPTION AGREEMENT (this “Agreement”) is made and entered into as of December 20, 2019, by and between Mondee Holdings, LLC, a Delaware limited liability company (“Holdings”), and each of Michael Thomas, an individual, and LBF Travel, Inc., a Delaware corporation (each, a “Seller” and collectively, the “Sellers”).
AMENDMENT NO. 1 TO UNIT ISSUANCE AGREEMENTUnit Issuance Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”), effective as of December 31, 2021 (the “Effective Date”), is to that certain UNIT ISSUANCE AGREEMENT, dated as of June 22, 2021 (the “Issuance Agreement”), by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Company”) and the lenders listed on Exhibit A attached to the Issuance Agreement (each a “Lender” and together the “Lenders”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Issuance Agreement.
AMENDMENT NO. 4 TO FINANCING AGREEMENTFinancing Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
AMENDMENT NO. 4, dated as of June 22, 2021 (this “Amendment”), to the Financing Agreement, dated as of December 23, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and TCW Asset Management Compa
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTSecurityholders Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • Delaware
THIS AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this "Agreement") is made as of May 1, 2020, by and among (i) Mondee Holdings, LLC, a Delaware limited liability company (the "Company"), (ii) Mondee Group, LLC (“Mondee Group”), (iii) Vajid Jafri, Prasad Gundumogula, Ramesh Punwani, Timothy Turner and Jeffrey Snetiker (each, an "Initial Executive" and collectively, the "Initial Executives"), Surjit Babra and any other executive employee of the Company or its Subsidiaries who, at any time, acquires securities of the Company in accordance with Section 13 hereof and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (each, together with the Initial Executives, an "Executive" and collectively, the "Executives") and (iv) each of the other Persons set forth from time to time on the attached Schedule of Securityholders under the heading "Other Securityholders" who, at any time, acquires securities of the Company in accordance with this Agreement and
WAIVER, CONSENT AND AMENDMENT NO. 5 TO FINANCING AGREEMENTFinancing Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
WAIVER, CONSENT AND AMENDMENT NO. 5, dated as of December 31, 2021 (this “Amendment”), to the Financing Agreement, dated as of December 23, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the ”Lenders”) and TC
SUBSCRIPTION AND JOINDER AGREEMENTAnd Joinder Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • Delaware
THIS SUBSCRIPTION AND JOINDER AGREEMENT, dated as of May 5, 2020 (this “Agreement”), is made by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Company”) and the lenders listed on Exhibit A attached to this Agreement (each a “Subscriber” and together the “Subscribers”).
UNIT ISSUANCE AGREEMENTUnit Issuance Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • Delaware
THIS UNIT ISSUANCE AGREEMENT, dated as of June 22, 2021 (this “Agreement”), is made by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Company”) and the lenders listed on Exhibit A attached to this Agreement (each a “Lender” and together the “Lenders”).
EXPLORETRIP, INC. AND METAMINDS SOFTWARE SOLUTIONS LIMITED AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • California
THIS AMENDED AND RESTATED SERVICES AGREEMENT (“Agreement”) is entered into on September 26, 2011, and is effective as of April 16, 2010 (“Effective Date”), by and between ExploreTrip, Inc., a Delaware corporation (the “Company”), and MetaMinds Software Solutions Limited, a corporation limited by shares organized under the laws of India (“Service Provider”) (each a “Party” and collectively the “Parties”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 27, 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”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • March 21st, 2022 • ITHAX Acquisition Corp. • Transportation services • Delaware
THIS UNIT PURCHASE AGREEMENT, dated as of May 1, 2020 (this “Agreement”), by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Buyer” and together the “Buyers”).
