425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 20, 2021

ITHAX Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39943	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

555 Madison Avenue

Suite 11A

New York, NY 10022

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code): (212) 792-0253

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant	ITHXU	The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.001 per share	ITHX	The Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share	ITHXW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On December 20, 2021, ITHAX Acquisition Corp., a Cayman Islands exempted company (“Ithax” or the “Company”), entered into an Business Combination Agreement (the “Business Combination Agreement”) by and among Ithax, Ithax Merger Sub I, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Ithax (“Merger Sub I”), Ithax Merger Sub II, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Ithax (“Merger Sub II”), and Mondee Holdings II, Inc., a Delaware corporation (“Mondee”). Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.

Pursuant to the Business Combination Agreement, Ithax will become a Delaware corporation (the “Domestication”) and the parties will enter into a business combination transaction (together with the Domestication, the “Business Combination”) by which (i) Merger Sub I will merge with and into Mondee, with Mondee being the surviving entity in the merger (the “First Merger”), and (ii) immediately following the First Merger, Mondee will merge with and into Merger Sub II, with Merger Sub II being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions” and the closing of the Transactions, the “Closing”). As a result of the Domestication (i) each outstanding Class A ordinary share of Ithax, par value $0.001 per share (the “Class A Shares”) and each outstanding Class B ordinary share of Ithax, par value $0.001 per share (the “Class B Shares”) will be automatically converted into one share of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of Ithax Acquisition Corp., a Delaware corporation (“Delaware Ithax”), and (ii) pursuant to an amended and restated warrant agreement, each outstanding Ithax warrant will be replaced by a redeemable warrant of Delaware Ithax, with substantially the same terms, exercisable for a share of Class A Common Stock. In connection with the Closing, Delaware Ithax will change its name to “Mondee Holdings, Inc.”.

The proposed Business Combination is expected to be consummated after receipt of the required approvals by the shareholders of both Ithax and Mondee and the satisfaction or waiver of certain other customary conditions, as summarized below.

Business Combination Agreement

Consideration

At the First Effective Time, by virtue of the First Merger, all Mondee common stock issued and outstanding not otherwise canceled pursuant to Section 2.01(b) of the Business Combination Agreement will be canceled and will be converted automatically into the right to receive an aggregate of 60,800,000 shares of Class A Common Stock.

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties of the parties, which will terminate and be of no further force and effect as of the Closing.

Covenants

The Business Combination Agreement contains customary covenants of the parties, including, among others, covenants providing for (i) certain limitations on the operation of the parties’ respective businesses prior to consummation of the Transactions, (ii) the parties’ efforts to satisfy conditions to consummation of the Transactions, including by obtaining necessary approvals from governmental agencies (including U.S. federal antitrust authorities) and effecting the Domestication, (iii) prohibitions with respect to soliciting alternative transactions, (iv) Ithax preparing and filing the Proxy Statement and the registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) and taking certain other actions to obtain the requisite approval of Ithax’s shareholders to vote in favor of the Ithax Proposals, including the adoption of the Business Combination Agreement and approval of the Transactions, at the Ithax Shareholders’ Meeting, and (v) the protection of, and access to, confidential information of the parties. The covenants of the respective parties to the Business Combination Agreement will not survive the Closing, except for these covenants that by their terms expressly apply in whole or in part after the Closing.

Conditions to Closing

The consummation of the Transactions is subject to customary closing conditions, including, among others: (i) the Ithax Proposals have been approved and adopted by the requisite affirmative vote of the shareholders of Ithax, (ii) no Governmental Authority has enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the First Merger, Second Merger or other Transactions illegal or otherwise prohibiting consummation of the First Merger, Second Merger or other Transactions, (iii) any waiting period applicable to the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, (iv) the Ithax Class A Ordinary Shares will continue to be listed on the Nasdaq Capital Market as of the Closing Date, (v) the Domestication has occurred and Ithax has delivered to Mondee reasonably sufficient evidence of the Domestication, (vi) the registration rights agreement (the “Registration Rights Agreement”) has been executed and delivered, (vii) the Registration Statement has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”), (viii) the accuracy of the parties’ respective representations and warranties (subject to specified materiality thresholds) and the material performance of the parties’ respective covenants and other obligations, (ix) since the date of the Business Combination Agreement no Company Material Adverse Effect has occurred, (x) Mondee has received the Company Stockholder Approval, (xi) since the date of the Business Combination Agreement no Ithax Material Adverse Effect has occurred, and (xii) after giving effect to (a) the exercise of Redemption Rights by holders of the outstanding shares of Class A Common Stock and payment of transaction expenses, (b) the sale and issuance by Ithax of Ithax Common Stock between the date of the Business Combination Agreement and the First Effective Time, the amount of cash held by Ithax in the aggregate, whether in or outside the Trust Account shall be equal to at least $150,000,000.

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing: (i) by mutual written consent of Ithax and Mondee; (ii) by either Ithax or Mondee (a) if the First Effective Time has not occurred on or before July 31, 2022, subject to certain provisos set forth in the Business Combination Agreement, (b) if any Governmental Authority in the United States has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions, (c) if any of the Ithax Proposals shall fail to receive the requisite vote for approval at the Ithax Shareholders’ Meeting, (d) in the event of certain uncured breaches by the other party, subject to certain provisos set forth in the Business Combination Agreement; (iii) by Ithax is the PCAOB Audited Financials have not been delivered to Ithax by Mondee on or before January 31, 2022; or (iv) by Ithax if Mondee has failed to deliver the Written Consent to Ithax within the specified time period set forth in the Business Combination Agreement.

Related Agreements

Registration Rights Agreement

The Business Combination Agreement contemplates that, at the Closing, Ithax, ITHAX Acquisition Sponsor LLC, a Delaware limited liability company and Ithax’s sponsor (the “Sponsor”), Mondee Holdings, LLC, a Delaware limited liability company and the sole stockholder of Mondee (the “Sole Stockholder”) and the other parties thereto will enter into the Registration Rights Agreement, pursuant to which Ithax will agree to register for resale certain shares of its Class A Common Stock that are held by the parties thereto from time to time.

Certain Transfer Restrictions

Additionally and pursuant to the Registration Rights Agreement, the holders of any shares of Class A Common Stock (the “Lock-Up Shares”) issued to the Sponsor prior to the Closing or to the Sole Stockholder in connection with the Business Combination Agreement, or to the Members (as defined below) in connection with the Earn-out Agreement (as defined below), may not transfer any Lock-Up Shares during the period beginning on the date of Closing and ending on the date that is the earlier of (A) six months after the Closing, (B) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 calendar days following the Closing and (C) the date on which Ithax consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing, which results in the stockholders immediately prior to such transaction having beneficial ownership of less than 50% of the outstanding voting securities of the combined company.

Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement 5,000,000 shares of Class A Common Stock (the “PIPE Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $50,000,000 million (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Transactions and will be consummated concurrently with the Closing. The PIPE Shares to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration. The PIPE Subscription Agreements further provide that the Company will use commercially reasonable efforts to file a registration statement to register the resale of the PIPE Shares within 30 calendar days after the Closing. It is expected that the PIPE Investors will be parties to the Registration Rights Agreement.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, Ithax entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor and Mondee. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed, among other things, subject to the terms and conditions of the Sponsor Support Agreement, (i) to vote all of its Class A Shares and Class B Shares and any other equity securities of Ithax that Sponsor acquired record or beneficial ownership of after the date of the Sponsor Support Agreement and prior to the Closing, other than the shares of Class A Common Stock acquired by the Sponsor pursuant to the Private Placements (collectively, the “Subject SPAC Equity Securities”) (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Transactions and the other Ithax Proposals (b) against any action, agreement, or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Ithax, Merger Sub I or Merger Sub II under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated, (ii) not to redeem, elect to redeem or tender or submit any of its Subject SPAC Equity Securities for redemption in connection with the BCA or the Transactions, (iii) not to commit or agree to take any action inconsistent with the foregoing. (iv) to comply with and fully perform all of its obligations, covenants and agreements set forth in the Voting Letter Agreement (as defined therein), (v) not to modify or amend any agreement, contract or arrangement between or among Sponsor and any Affiliate of such Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of SPAC's subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof.

In addition, the Sponsor has agreed that if Mondee waives in writing the condition set forth in Section 7.03(e) of the Business Combination, requiring the amount of cash held by Ithax to be equal to at least $150,000,000, the Sponsor shall, immediately prior to the First Merger and without any further action on its part, forfeit and surrender or cause the forfeiture and surrender to Ithax for no consideration, 603,750 of its Class B Shares.

The Sponsor Support Agreement also includes, among other things, a waiver by the Sponsor of its redemption rights and anti-dilution protection as set forth in Article 36.5 of Ithax’s amended and restated memorandum and articles of association.

The Sponsor Support Agreement will automatically terminate upon the earlier of (a) the Closing and (b) the termination of the Business Combination Agreement in accordance with its terms.

Stockholder Support Agreement

Concurrently with the execution of the Business Combination Agreement, Ithax entered into a support agreement (the “Stockholder Support Agreement”) with the Sole Stockholder pursuant to which the Sole Stockholder has, among other things, agreed to (a) in favor of the approval and adoption of the Business Combination Agreement and the approval of the Mergers and the other Transactions and (b) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated. The Stockholder Support Agreement will terminate upon the earlier of (a) the First Effective Time and (b) the termination of the Business Combination Agreement in accordance with its terms.

Earn-out Agreement

Concurrently with the execution of the Business Combination Agreement, Ithax entered into an earn-out agreement (the “Earn-out Agreement”) with certain signatories thereto (the “Members”), pursuant to which Ithax has agreed, among other things that in connection with and upon the First Merger, Ithax will issue to the Members up to 9,000,000 shares of Class A Common Stock (the “Earn-out Shares”), with the Earn-out Shares vesting over the four-year period following Closing based on the achievement of certain milestones related to the trading price of Ithax common stock set forth in the Earn-out Agreement.

The Earn-out Agreement will terminate if the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing.

Registration Statement/Proxy Statement

In connection with the Transactions, the Company will file with the SEC, a registration statement on Form S-4 (the “Registration Statement/Proxy Statement”), which will include a prospectus and a proxy statement for the Company’s stockholder meeting to solicit the vote of the Company stockholders to, among other things, adopt the Business Combination Agreement and approve the Transactions.

The foregoing descriptions of the Business Combination Agreement, Registration Rights Agreement, PIPE Subscription Agreements, Sponsor Support Agreement and the Stockholder Support Agreement and the transactions contemplated thereunder are not complete and are qualified in their entirety by reference to the respective agreements, copies of which are respectively filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, and 10.5 to this Current Report on Form 8-K, and each of which is incorporated herein by reference. The aforementioned agreements and the foregoing descriptions thereof have been included to provide investors and shareholders with information regarding the terms of such agreements. They are not intended to provide any other factual information about the parties to the respective agreements. The respective representations, warranties and covenants contained in such agreements were made only as of specified dates for the purposes of each such agreement, were solely for the benefit of the parties to each such agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the respective representations, warranties and covenants contained in each such agreement and discussed in the respective foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC, and, with respect to the Business Combination Agreement, are also qualified in important part by confidential disclosure schedules delivered by the parties to each other in connection with the Business Combination Agreement. Investors and shareholders are not third-party beneficiaries under the Business Combination Agreement or other foregoing agreements except as expressly contemplated therein. Accordingly, investors and shareholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Business Combination Agreement and each such other agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein. The PIPE Shares to be issued in connection with the PIPE Subscription Agreements will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

On December 20, 2021, Ithax and Mondee issued a joint press release announcing the Transactions. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation dated December 2021 that has been made available to potential investors in the PIPE Investment with respect to the proposed Transactions, as described in this Current Report on Form 8-K.

Attached as Exhibit 99.3 and incorporated by reference herein is the transcript of an investor conference call discussing the proposed Transactions that was released on December 20, 2021.

Attached as Exhibit 99.4 and incorporated by reference herein is the transcript of a video about the business of Mondee that was released December 20, 2021.

The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Ithax under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, and Exhibit 99.4.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.	Description
2.1	Business Combination Agreement, dated as of December 20, 2021, by and among ITHAX Acquisition Corp., Ithax Merger Sub I, LLC, Ithax Merger Sub II, LLC, and Mondee Holdings II, Inc.
10.1	Form of Registration Rights Agreement.
10.2	Form of PIPE Subscription Agreement.
10.3	Sponsor Support Agreement, dated as of December 20, 2021, by and among ITHAX Acquisition Corp., Mondee Holdings II, Inc., and ITHAX Acquisition Sponsor LLC.
10.4	Stockholder Support Agreement, dated as of December 20, 2021, by and among ITHAX Acquisition Corp., and Mondee Holdings, LLC.
10.5	Earn-out Agreement, dated as of December 20, 2021, by and among ITHAX Acquisition Corp., and certain other parties thereto.
99.1	Joint Press Release of ITHAX Acquisition Corp. and Mondee Holdings II, Inc., dated December 20, 2021.
99.2	Investor Presentation dated December 2021.
99.3	Transcript from investor call held on December 20, 2021.
99.4	Transcript from video posted December 20, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Certain statements in this communication may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the proposed business combination (the “Business Combination”) between ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 366718 (“Ithax”) and Mondee, Inc., a Delaware corporation (“Mondee”), Ithax’s and Mondee’s ability to consummate the transactions (the “Transactions”) contemplated by the business combination agreement (the “Business Combination Agreement”), the expected closing date for the Transactions, the benefits of the Transactions and the combined company’s future financial performance following the Transactions, as well as Ithax’s and Mondee’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words “anticipates,” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecast,” “future, ” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “propose,” “should,” “seeks,” “will,” or the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by both Ithax and its management, and Mondee and its management, as the case may be, are inherently uncertain. Except as otherwise required by applicable law, Ithax disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Ithax cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Ithax. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination; (2) the outcome of any legal proceedings that may be instituted against Ithax, Mondee, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Ithax, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of Ithax or Mondee as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the Business Combination; (10) the possibility that Ithax, Mondee or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the combined company’s business and/or the ability of the parties to complete the proposed Business Combination; (12) Mondee’s estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; (13) adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside the control of the parties; (14) significant fluctuations in the combined company’s operating results and rates of growth; (15) dependency on the combined company’s relationships with travel agencies, travel management companies and other travel businesses and third parties; (16) payment-related risks; (17) the combined company’s failure to quickly identify and adapt to changing industry conditions, trends or technological developments; (18) unlawful or fraudulent activities in the combined company’s operations; (19) any significant IT systems-related failures, interruptions or security breaches or any undetected errors or design faults in IT systems of the combined company; (20) exchange rate fluctuations; and (21) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary” in Ithax’s final prospectus relating to its initial public offering dated February 1, 2021 and in subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”), including the registration statement on Form S-4, which includes a prospectus/proxy statement of Ithax, expected to be filed relating to the Business Combination. There may be additional risks that neither Ithax nor Mondee presently know of or that Ithax or Mondee currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Author and any of their affiliates, directors, officers and employees expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events.

Important Information for Investors and Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

In connection with the proposed Business Combination, Ithax will confidentially submit a draft registration statement on Form F-4 with the SEC, which draft will include a prospectus/proxy statement of Ithax. Ithax also plans to confidentially submit or file other documents with the SEC regarding the proposed Transactions. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of Ithax. INVESTORS AND SHAREHOLDERS OF ITHAX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION, WHICH WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Mondee and Ithax once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.

Additional Information about the Business Combination and Where to Find It

Additional information about the proposed Business Combination, including a copy of the Business Combination Agreement and investor presentation, will be provided in a Current Report on Form 8-K, which will be filed by Ithax with the SEC and will also be available at www.sec.gov. In connection with the proposed Business Combination, Ithax will confidentially submitted a draft registration statement on Form S-4 and will file a registration statement on Form S-4 and the related proxy statement/prospectus with the SEC. Additionally, Ithax will file other relevant materials with the SEC in connection with the proposed Business Combination of Ithax with Mondee. The materials to be filed by Ithax with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Investors and security holders of Ithax are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed Business Combination because they will contain important information about the Business Combination and the parties to the Business Combination.

Participants in the Solicitation

Ithax, Mondee and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Ithax in connection with the proposed Transactions. Information about the directors and executive officers of Ithax is disclosed in Ithax’s initial public offering prospectus, which was filed with the SEC on February 1, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

No Offer or Solicitation

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ITHAX Acquisition Corp.
Date: December 20, 2021	By:	/s/ Orestes Fintiklis
		Name: Orestes Fintiklis
		Title: Chief Executive Officer

EX-2.1

Exhibit 2.1

EXECUTION VERSION

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, 2021

TABLE OF CONTENTS

Page

Article I
THE MERGERs
Section 1.01	The Mergers.	7
Section 1.02	Closing.	7
Section 1.03	First Effective Time; Second Effective Time.	7
Section 1.04	Effect of the Mergers.	8
Section 1.05	Organizational Documents.	8
Section 1.06	Directors and Officers.	9
Section 1.07	Trust Disbursement.	9
Article II
CONVERSION OF SECURITIES
Section 2.01	Conversion of Securities for First Merger.	10
Section 2.02	Conversion of Securities for Second Merger.	10
Section 2.03	Stock Transfer Books.	10
Section 2.04	Withholding Rights.	10
Article III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 3.01	Organization and Qualification; Subsidiaries.	11
Section 3.02	Certificate of Incorporation and By-laws.	11
Section 3.03	Capitalization.	12
Section 3.04	Authority Relative to this Agreement.	12
Section 3.05	No Conflict; Required Filings and Consents.	13
Section 3.06	Permits; Compliance.	14
Section 3.07	Financial Statements.	14
Section 3.08	Absence of Certain Changes or Events.	15
Section 3.09	Absence of Litigation.	16
Section 3.10	Employee Benefit Plans.	16
Section 3.11	Labor and Employment Matters.	18
Section 3.12	Real Property; Title to Assets.	19
Section 3.13	Intellectual Property; Data Matters.	21
Section 3.14	Taxes.	23
Section 3.15	Environmental Matters.	24
Section 3.16	Material Contracts.	25
Section 3.17	Insurance.	26
Section 3.18	Board Approval; Vote Required.	27

Section 3.19	Customers and Suppliers.	27
Section 3.20	Certain Business Practices.	28
Section 3.21	Anti-Bribery & Trade Compliance.	28
Section 3.22	Interested Party Transactions.	28
Section 3.23	Sufficiency of Assets.	29
Section 3.24	No TID U.S. Business.	29
Section 3.25	Brokers.	29
Section 3.26	Investigation; No Other Representations.	29
Article IV
REPRESENTATIONS AND WARRANTIES OF ITHAX, MERGER SUB I AND MERGER SUB II
Section 4.01	Corporate Organization; Subsidiaries.	30
Section 4.02	Organizational Documents.	30
Section 4.03	Capitalization.	30
Section 4.04	Authority Relative to this Agreement.	31
Section 4.05	No Conflict; Required Filings and Consents.	32
Section 4.06	Compliance.	32
Section 4.07	SEC Filings; Financial Statements.	33
Section 4.08	Absence of Certain Changes or Events.	34
Section 4.09	Absence of Litigation.	34
Section 4.10	Board Approval; Vote Required.	35
Section 4.11	No Prior Operations of Merger Sub I and Merger Sub II.	35
Section 4.12	Brokers.	35
Section 4.13	Ithax Trust Account.	35
Section 4.14	Taxes.	36
Section 4.15	No Foreign Person.	38
Section 4.16	Interested Party Transactions.	38
Section 4.17	Investigation; No Other Representations.	39
Article V
CONDUCT OF BUSINESS PENDING THE MERGERs
Section 5.01	Conduct of Business by the Company Pending the Mergers.	39
Section 5.02	Conduct of Business by Ithax Pending the Mergers.	42
Section 5.03	Claims Against Trust Account.	44
Article VI
ADDITIONAL AGREEMENTS
Section 6.01	Proxy Statement; Registration Statement.	44
Section 6.02	Ithax Shareholders’ Meetings; Merger Sub I Stockholder’s Approval; Merger Sub II Stockholder’s Approval.	46

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Section 6.03	Company Stockholders’ Consent; First Surviving Company Consents.	46
Section 6.04	Access to Information; Confidentiality.	47
Section 6.05	Company Solicitation.	47
Section 6.06	Employee Benefits Matters.	48
Section 6.07	Directors’ and Officers’ Indemnification and Insurance.	48
Section 6.08	Further Action; Reasonable Best Efforts.	49
Section 6.09	Tax Matters.	50
Section 6.10	Public Announcements.	51
Section 6.11	Takeover Statute.	51
Section 6.12	Domestication.	51
Section 6.13	Ithax Solicitation.	51
Section 6.14	Stock Exchange Listing.	52
Section 6.15	Antitrust.	52
Section 6.16	PCAOB Audited Financials.	53
Section 6.17	Trust Account.	53
Section 6.18	Stock Incentive Plan & Employee Share Purchase Plan.	54
Section 6.19	Resignation.	54
Article VII
CONDITIONS TO THE MERGERs
Section 7.01	Conditions to the Obligations of Each Party.	54
Section 7.02	Conditions to the Obligations of Ithax, Merger Sub I and Merger Sub II.	55
Section 7.03	Conditions to the Obligations of the Company.	56
Article VIII
TERMINATION, AMENDMENT AND WAIVER
Section 8.01	Termination.	57
Section 8.02	Effect of Termination.	58
Section 8.03	Fees and Expenses.	58
Section 8.04	Amendment.	59
Section 8.05	Waiver.	59
Article IX
GENERAL PROVISIONS
Section 9.01	Non-Survival of Representations, Warranties, Covenants and Agreements.	59
Section 9.02	Notices.	59
Section 9.03	Certain Definitions.	61
Section 9.04	Severability.	72

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Section 9.05	Entire Agreement; Assignment.	72
Section 9.06	Parties in Interest.	72
Section 9.07	Governing Law; Venue.	73
Section 9.08	Waiver of Jury Trial.	73
Section 9.09	Construction.	74
Section 9.10	Counterparts.	74
Section 9.11	Specific Performance.	75
Section 9.12	No Recourse.	75

EXHIBIT A	Form of Amended and Restated Certificate of Incorporation of Ithax
EXHIBIT B	Form of Amended and Restated Bylaws of Ithax
EXHIBIT C	Form of Subscription Agreement
EXHIBIT D	Form of Second Surviving Company Amended and Restated Limited Liability Company Agreement
EXHIBIT E	Directors and Officers of Ithax
EXHIBIT F-1	IRS Notice
EXHIBIT F-2	FIRPTA Notification Letter
EXHIBIT G	Form of Registration Rights Agreement
SCHEDULE 4.12	Brokers

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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.

WHEREAS, (a) Ithax is a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses; and (b) Merger Sub I and Merger Sub II are, as of the date of this Agreement, wholly-owned direct Subsidiaries of Ithax that were formed for purposes of consummating the transactions contemplated by this Agreement and the Ancillary Agreements;

WHEREAS, pursuant to the Ithax Cayman Governing Documents, Ithax is required to provide an opportunity for its shareholders to have their outstanding Ithax Class A Ordinary Shares redeemed on the terms and subject to the conditions set forth therein in connection with obtaining shareholder approval of the Ithax Proposals;

WHEREAS, immediately prior to the consummation of the Private Placements, on the Closing Date, upon the terms and subject to the conditions of this Agreement, (a) Ithax will de-register by way of continuation out of the Cayman Islands from the Register of Companies in the Cayman Islands pursuant to Part XII of the Cayman Islands Companies Act (Revised) (the “Cayman Islands Companies Act”) and become domesticated as a corporation in the State of Delaware by complying with Section 388 of the Delaware General Corporation Law (the “DGCL”) (such deregistration and domestication, including all matters necessary in order to effect such domestication, the “Domestication”) and (b) in connection with and as part of such Domestication, subject to receipt of approval by the shareholders of Ithax, the Final Ithax Certificate of Incorporation (as defined herein) in substantially the form attached hereto as Exhibit A and the bylaws in substantially the form attached hereto as Exhibit B shall be adopted, in each case, by the board of directors of Ithax (the “Ithax Board”) as constituted immediately following the Domestication;

WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL) and the Delaware Limited Liability Company Act (the “DLLCA”), the Parties shall enter into a business combination transaction by which at the Closing, (a) Merger Sub I will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly owned Subsidiary of Ithax and (b) immediately following the First Merger, the Company will merge with and into Merger Sub II, with Merger Sub II surviving the Second Merger as a wholly owned Subsidiary of Ithax (the “Second Merger” and the First Merger and Second Merger collectively, the “Mergers”);

WHEREAS, the board of directors of the Company (the “Company Board”) has unanimously (a) determined that it is in the best interests of the Company and its sole stockholder and declared it advisable, to enter into this Agreement providing for the Mergers in accordance with applicable Law, (b) approved this Agreement, the Ancillary Agreements to which the Company is or will be a party and the Transactions, and (c) recommended, among other things, the approval and adoption of this Agreement and the Transactions by the sole stockholder of the Company;

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WHEREAS, the Ithax Board has unanimously (a) determined that it is in the best interests of Ithax and its shareholders (including its public shareholders), and declared it advisable, to enter into this this Agreement providing for the Domestication and the Mergers in accordance with applicable Law, (b) determined that the Mergers are advisable, fair to and in the best interests of, Ithax, (c) approved this Agreement, the Ancillary Agreements to which Ithax is or will be a party and the Transactions, and (d) recommended, among other things, the approval and adoption of this Agreement and the Transactions by the shareholders of Ithax;

WHEREAS, Ithax, in its capacity as the sole member of Merger Sub I and Merger Sub II, has adopted and approved this Agreement, the Ancillary Agreements to which Merger Sub I and Merger Sub II is or will be a party, as applicable, and the Transactions;

WHEREAS, the parties intend that for U.S. federal income tax purposes (and state and local Tax purposes, where applicable), (a) the Domestication will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”), to which Ithax is party under Section 368(b) of the Code, and (b) the Mergers, taken together, will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and (c) in each case, this Agreement constitutes a “plan of reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a);

WHEREAS, concurrently with the execution and delivery of this Agreement, ITHAX Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) is entering into an agreement with Ithax and the Company (the “Sponsor Support Agreement”) pursuant to which the Sponsor has agreed, among other things, to vote all of its Ithax Ordinary Shares in favor of this Agreement and the Transactions, on the terms and subject to the conditions set forth in the Sponsor Support Agreement;

WHEREAS, Ithax, the Company and Mondee Holdings, LLC, a Delaware limited liability company (“Mondee LLC”), concurrently with the execution and delivery of this Agreement, are entering into the Stockholder Support Agreement, dated as of the date hereof (the “Stockholder Support Agreement”), providing that, among other things, Mondee LLC will vote their shares of Company Common Stock in favor of this Agreement, the First Merger and the other Transactions;

WHEREAS, concurrently with the execution and delivery of this Agreement, Ithax has entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “Investors”) in substantially the form attached hereto as Exhibit C, pursuant to which, among other things, such Investors, upon the terms and subject to the conditions set forth therein, have agreed to subscribe for and purchase, and Ithax has agreed to issue and sell to the Investors, an aggregate number of shares of Ithax Common Stock set forth in the Subscription Agreements at a purchase price of $10.00 in a private placement or placements (the “Private Placements”) to be consummated immediately prior to the First Effective Time; and

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WHEREAS, concurrently with the execution and delivery of this Agreement, certain members of management of the Company and certain other Persons have entered into an earn-out agreement (the “Earn-Out Agreement”) with Ithax, pursuant to which, up to 9,000,000 shares of Ithax Common Stock shall be issued to such members of management and other Persons, subject to the terms and conditions set forth in the Earn-Out Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

Article I

THE MERGERs

Section 1.01The Mergers.

(a)            Upon the terms and subject to the conditions set forth in Article VII, and in accordance with the DGCL and DLLCA, at the First Effective Time, Merger Sub I shall be merged with and into the Company. As a result of the First Merger, the separate corporate existence of Merger Sub I shall cease and the Company shall continue as the surviving company of the First Merger (the “First Surviving Company”).

(b)            On the Closing Date, immediately following the First Effective Time, upon the terms and subject to the conditions set forth in Article VII, and in accordance with the DGCL and DLLCA, at the Second Effective Time, the First Surviving Company shall be merged with and into Merger Sub II. As a result of the Second Merger, the separate corporate existence of the First Surviving Company shall cease and Merger Sub II shall continue as the surviving company of the Second Merger (the “Second Surviving Company”).

Section 1.02Closing.

The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place electronically by exchange of the closing deliverables on the third Business Day following the satisfaction or waiver (to the extent such waiver is permitted by applicable Law) of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), unless another date, time or place is agreed to in writing by Ithax and the Company (the actual date of the Closing, the “Closing Date”).

Section 1.03First Effective Time; Second Effective Time.

(a)            Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Parties hereto shall cause the First Merger to be consummated by filing a certificate of merger executed in accordance with the relevant provisions of the DGCL and DLLCA, and in such form as is reasonably satisfactory to the Company and Ithax (the “First Certificate of Merger”), and shall make all other filings, recordings or publications required under the DGCL and DLLCA in connection with the First Merger. The First Merger shall become effective at the time that the First Certificate of Merger is filed with the Secretary of State of the State of Delaware or, to the extent permitted by applicable Law, at such later time as is agreed to by the Parties prior to the filing of such First Certificate of Merger and specified in the First Certificate of Merger (the time at which the First Merger becomes effective is herein referred to as the “First Effective Time”).

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(b)            Subject to the provisions of this Agreement, immediately following the First Effective Time, the Parties hereto shall cause the Second Merger to be consummated by filing a certificate of merger executed in accordance with the relevant provisions of the DGCL and DLLCA, and in such form as is reasonably satisfactory to the Company and Ithax (the “Second Certificate of Merger”), and shall make all other filings, recordings or publications required under the DGCL and DLLCA in connection with the Second Merger. The Second Merger shall become effective at the time that the Second Certificate of Merger is filed with the Secretary of State of the State of Delaware or, to the extent permitted by applicable Law, at such later time as is agreed to by the Parties prior to the filing of such Second Certificate of Merger and specified in the Second Certificate of Merger (the time at which the Second Merger becomes effective is herein referred to as the “Second Effective Time”).

Section 1.04Effect of the Mergers.

(a)            At the First Effective Time, the effect of the First Merger shall be as provided in the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, immunities, powers, franchises licenses and authority of the Company and Merger Sub I shall vest in the First Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the First Surviving Company.

(b)            At the Second Effective Time, the effect of the Second Merger shall be as provided in the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunities, powers, franchises licenses and authority of the First Surviving Company and Merger Sub II shall vest in the Second Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the First Surviving Company and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Second Surviving Company.

Section 1.05Organizational Documents.

(a)            Concurrently with the Domestication, subject to receipt of approval by the shareholders of Ithax, Ithax shall adopt a Delaware certificate of incorporation in a form to be determined by Ithax (the “Interim Ithax Certificate of Incorporation”).

(b)            At the Closing, subject to receipt of approval by the shareholders of Ithax, Ithax shall amend and restate, effective as of the First Effective Time, the Interim Ithax Certificate of Incorporation to be as set forth on Exhibit A (the “Final Ithax Certificate of Incorporation”).

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(c)            At the First Effective Time, (i) the certificate of incorporation of the Company, as in effect immediately prior to the First Effective Time, shall be the certificate of incorporation of the First Surviving Company and (ii) the by-laws of the Company, as in effect immediately prior to the First Effective Time, shall be the by-laws of the First Surviving Company.

(d)            At the Second Effective Time, the certificate of formation of Merger Sub II as in effect immediately prior to the Second Effective Time shall be the certificate of formation of the Second Surviving Company, except that the name of the Second Surviving Company shall be changed to Mondee Holdings II, LLC, and limited liability company agreement of Merger Sub II shall be as set forth on Exhibit D (collectively, the “Surviving Company Governing Documents”), until thereafter amended or supplemented in accordance therewith and applicable Law.

Section 1.06Directors and Officers.

(a)            At the First Effective Time, (i) each director of the Company in office immediately prior to the First Effective Time shall cease to be a director immediately following the First Effective Time, and (ii) the directors and officers of the First Surviving Company shall be mutually agreed upon by Ithax and the Company, effective as of immediately following the First Effective Time, and, as of such time, shall be the only directors of the First Surviving Company, each to hold office in accordance with the certificate of incorporation and by-laws of the First Surviving Company.

(b)            Immediately following the Second Effective Time, the (i) directors of the First Surviving Company shall cease to be directors and the Second Surviving Company shall be member managed and (ii) executive officers of the First Surviving Company shall become the executive officers of the Second Surviving Company, in each case, each to hold office in accordance with the terms of the Surviving Company Governing Documents.

(c)            The Parties shall cause the Ithax Board and the officers of Ithax as of immediately following the First Effective Time to be comprised of the individuals to be determined in accordance with Exhibit E.

Section 1.07Trust Disbursement.

At the First Effective Time, and upon the terms and subject to the conditions of this Agreement and in accordance with the Ithax Certificate of Incorporation and the Investment Management Trust Account Agreement, dated as of January 27, 2021, between Ithax and the Trustee (the “Trust Agreement”), Ithax shall cause the Trustee to distribute the proceeds of the Trust Fund to the Company, or solely with respect to properly redeemed shares in accordance with the Trust Agreement, to shareholders of Ithax immediately prior to the Closing.

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Article II

CONVERSION OF SECURITIES

Section 2.01Conversion of Securities for First Merger.

At the First Effective Time, by virtue of the First Merger and without any action on the part of Ithax, Merger Sub I, the Company or the holders of any of the following securities:

(a)            all Company Conversion Shares shall be canceled and shall be converted automatically into the right to receive an aggregate of sixty million eight hundred thousand (60,800,000) shares of Ithax Common Stock (the “Merger Consideration”);

(b)            all shares of Company Common Stock held in the treasury of the Company and all shares of Company Common Stock owned by any direct or indirect wholly owned Subsidiary of the Company immediately prior to the First Effective Time shall be canceled without any conversion thereof, and no payment or distribution shall be made with respect thereto; and

(c)            each Merger Sub I Unit issued and outstanding immediately prior to the First Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the First Surviving Company (“First Surviving Company Common Stock”).

Section 2.02Conversion of Securities for Second Merger.

At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Ithax, Merger Sub II, the First Surviving Company or the holders of any of the following securities:

(a)            each share of First Surviving Company Common Stock issued and outstanding immediately prior to the Second Effective Time shall automatically be cancelled and shall cease to exist as of the Second Effective Time; and

(b)            each Merger Sub II Unit issued and outstanding as of immediately prior to the Second Effective Time shall automatically be converted into and exchanged for one validly issued, fully paid and nonassessable interest of the Second Surviving Company.

Section 2.03Stock Transfer Books.

At the First Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company.

Section 2.04Withholding Rights.

Notwithstanding anything to the contrary herein, Ithax and the Company, as applicable, shall be entitled to deduct and withhold (or cause to be deducted or withheld) from any consideration or other amounts payable hereunder, such Taxes as it is required to deduct or withhold under applicable Tax Law. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

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Article III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except in each case as set forth in the Company’s disclosure schedule delivered by the Company in connection with this Agreement (the “Company Disclosure Schedule”), and subject to the terms, conditions and limitations set forth in this Agreement, the Company hereby represents and warrants to Ithax, Merger Sub I and Merger Sub II as follows:

Section 3.01Organization and Qualification; Subsidiaries.

(a)            Each of the Company and each Subsidiary of the Company (each a “Company Subsidiary”) is a corporation or other organization duly incorporated or organized, validly existing and in good standing (in each case, with respect to the jurisdictions that recognize the concept of good standing) under the Laws of its respective jurisdiction of incorporation or organization. Each of the Company and each Company Subsidiary has the requisite corporate or other organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, under the laws of each jurisdiction where the location of the properties owned, leased or operated by it or the conduct of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not reasonably be expected to have a Company Material Adverse Effect.

(b)            A true and complete list of all the Company Subsidiaries, together with the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of the outstanding capital stock or other equity interest of each Company Subsidiary owned by the Company and each other Company Subsidiary, is set forth in Section 3.01(b) of the Company Disclosure Schedule. Except as disclosed in Section 3.01(b) of the Company Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or business association or other entity.

Section 3.02Certificate of Incorporation and By-laws.

The Company has heretofore furnished to Ithax a complete and correct copy of the certificate of incorporation and the by-laws or equivalent organizational documents, each as amended to date, of the Company and each Company Subsidiary. Such certificates of incorporation, by-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Company Subsidiary is in violation of any of the provisions of its certificate of incorporation, by-laws or equivalent organizational documents in any material respect.

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Section 3.03Capitalization.

(a)            The authorized capital stock of the Company consists of 1,000 shares of Company Common Stock. As of the date of this Agreement and as of the Closing, (i) one (1) share of Company Common Stock is issued and outstanding, (ii) no shares of Company Common Stock are held in the treasury of the Company and (iii) no shares of Company Common Stock are held by the Company Subsidiaries. All outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and are owned free and clear of all Liens (other than as created by the Company’s governing documents, the holders of such Company Common Stock or applicable securities laws). Except as set forth on Section 3.03(a) of the Company Disclosure Schedule, there are no options, warrants, preemptive rights, calls, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary is a party to, or otherwise bound by, and neither the Company nor any Company Subsidiary has granted, any equity appreciation rights, participations, phantom equity or similar rights. Except as set forth on Section 3.03(a) of the Company Disclosure Schedule, there are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements that may affect the voting or transfer of Company Common Stock or any of the equity interests or other securities of the Company or any of the Company Subsidiaries. The Company does not own any equity interests in any other person, other than the Company Subsidiaries. Mondee LLC is the record and beneficial owner of all of the issued and outstanding Company Common Stock. Except for Mondee LLC, no other Person owns any equity interest in the Company. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Company Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person. All outstanding shares of Company Common Stock have been issued and granted in compliance with (i) all applicable securities laws and other applicable Laws and (ii) all requirements set forth in applicable contracts.

(b)            Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable (to the extent applicable), and each such share is owned by the Company or another Company Subsidiary free and clear of all Liens, except for transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended (the “Securities Act”).

Section 3.04Authority Relative to this Agreement.

The Company has all requisite corporate power and authority to execute and deliver this Agreement and subject to obtaining the Company Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the First Merger, obtaining the Company Stockholder Approval, and the filing and recordation of appropriate merger documents as required by the DGCL and the DLLCA). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Ithax, Merger Sub I and Merger Sub II, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and by general equitable principles. The Company Board has approved this Agreement and the Transactions.

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Section 3.05No Conflict; Required Filings and Consents.

(a)            The execution and delivery of this Agreement by the Company does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and the DLLCA and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 3.05(b), the performance of this Agreement by the Company will not, (i) conflict with or violate the certificate of incorporation or by-laws or any equivalent organizational documents of the Company or any Company Subsidiary, (ii) conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, result in any material payment or penalty under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any Material Contract or Company Permit, except, with respect to the foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Company Material Adverse Effect.

(b)            The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county or local or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a “Governmental Authority”), except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Securities Act, state securities or “blue sky” laws (“Blue Sky Laws”) and state takeover laws, the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and filing and recordation of appropriate merger documents as required by the DGCL and the DLLCA, (ii) as set forth in Section 3.05(b) of the Company Disclosure Schedule and (iii) any consents, approvals, authorizations, permits, filings or notifications, the absence of which would not have a Company Material Adverse Effect.

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Section 3.06Permits; Compliance.

Each of the Company and the Company Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to possess such Company Permits would not be material to the Company and the Company Subsidiaries, taken as a whole. Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, no suspension, expiration or cancellation of any of the Company Permits is pending or, to the Company’s knowledge, threatened. Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (b)  Company Permit.

Section 3.07Financial Statements.

(a)            The Company has delivered to Ithax the audited consolidated balance sheet of Mondee, Inc., a Delaware corporation (“Mondee, Inc.”) and the consolidated Company Subsidiaries as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of income and cash flows of Mondee, Inc. and the consolidated Company Subsidiaries for each of the years then ended (collectively, the “Audited Financial Statements”), which contain an unqualified report of the Company’s auditors, and which are attached as Section 3.07(a) of the Company Disclosure Schedule. Each of the Audited Financial Statements (including the notes thereto) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of Mondee, Inc. and the consolidated Company Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise noted therein.

(b)            The Company has delivered to Ithax a true and complete copy of the consolidated unaudited balance sheet of Mondee, Inc. and the consolidated Company Subsidiaries as of June 30, 2021 (the “2021 Balance Sheet”), and the related unaudited consolidated statements of operations and cash flows of Mondee, Inc. and the consolidated Company Subsidiaries for the six-month period then ended, which are attached as Section 3.07(b) of the Company Disclosure Schedule. Such unaudited financial statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of Mondee, Inc. and the consolidated Company Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, none of which would be material to the business, operations, assets, liabilities, financial condition, operating results or cash flow of the Company and the Company Subsidiaries, taken as a whole, and the absence of notes, none of which, if presented, would materially differ from those in the latest Audited Financial Statements.

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(c)            Except as and to the extent set forth on the Audited Financial Statements or the 2021 Balance Sheet, neither the Company nor any Company Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for (i) liabilities and obligations which are not, individually or in the aggregate, material to the Company and the Company Subsidiaries taken as a whole, (ii) liabilities and obligations incurred in the ordinary course of business since the date of the 2021 Balance Sheet (none of which is a liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) liabilities and obligations incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Agreement, the performance of their respective covenants or agreements in this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

(d)            The Company has no off-balance sheet arrangements.

(e)            Since December 31, 2019, neither the Company nor any Company Subsidiary has received any written or, to the Company’s knowledge, oral complaint, allegation, assertion or claim that there is (A) “significant deficiency” in the internal controls over financial reporting of the Company and the Company Subsidiaries, (B) a “material weakness” in the internal controls over financial reporting of the Company and the Company Subsidiaries or (C) fraud, whether or not material, that involves management or other employees of the the Company and the Company Subsidiaries who have a significant role in the internal controls over financial reporting of the Company and the Company Subsidiaries.

(f)            To the knowledge of the Company, within the past three (3) years, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation of possible violation of any applicable Law by the Company or any Company Subsidiary. To the knowledge of the Company, within the past three (3) years, neither the Company nor any Company Subsidiary nor any officer, employee, contractor, subcontractor or agent of the Company (in each case, in their capacities as such) or any such Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the term and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

(g)            The PCAOB Audited Financials, when delivered by the Company, shall (i) be true and complete (ii) be prepared in accordance with GAAP, applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of Mondee, Inc. and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.

Section 3.08Absence of Certain Changes or Events.

Except as set forth in Section 3.08 of the Company Disclosure Schedule, or as expressly contemplated by this Agreement, since the date of the 2021 Balance Sheet and through the date of this Agreement (a) the Company and the Company Subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice (except as otherwise in connection with the preparation of the Transactions), and (b) there has not been any Company Material Adverse Effect.

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Section 3.09Absence of Litigation.

Except as set forth in Section 3.09 of the Company Disclosure Schedule, there is no litigation, suit, claim, action, proceeding or investigation (an “Action”) pending or, to the Company’s knowledge, threatened against the Company or any Company Subsidiary, or any property or asset of the Company or any Company Subsidiary, before any Governmental Authority, that, if adversely decided or resolved, has been or would reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary nor any material property or asset of the Company or any Company Subsidiary is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, that would reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole.

Section 3.10Employee Benefit Plans.

(a)            Section 3.10(a) of the Company Disclosure Schedule lists all Plans. “Plans” means (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and (ii) all other material bonus, stock option, stock appreciation right, restricted stock, restricted stock unit, phantom or other equity or equity-based compensation, incentive, commissions, deferred compensation, salary continuation, retiree medical or life insurance, supplemental retirement, disability, medical benefit, death benefits, hospitalization benefits, vision case benefits, cafeteria benefits, child/dependent care benefits, pension, change in control, retirement, vacation, or other employee benefit plans, programs or arrangements, and all employment, individual consulting, termination, severance, retention or other contracts or agreements, in each case, with respect to which the Company or any Company Subsidiary has any liability or obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director and/or consultant of the Company or any Company Subsidiary (or the dependents or beneficiaries of any such persons). Each of the Plans is subject only to the Laws of the United States or a political subdivision thereof.

(b)            With respect to each Plan, the Company has furnished to Ithax (i) a true and complete copy of each Plan and each amendment, trust, group insurance contract or other funding arrangement, (ii) copies of the most recent summary plan descriptions and any summaries of material modifications, (iii) copies of the three (3) most recently filed Internal Revenue Service (“IRS”) Form 5500 annual reports and accompanying schedules, (iv) copies of the most recently received IRS determination, information or notification letter for each such Plan, (v) copies of the non-discrimination testing results, if applicable, for the three (3) most recently completed Plan year and (vi) copies of all non-routine material correspondence from any Governmental Authority with respect to any Plan. Neither the Company nor any Company Subsidiary has any express or implied commitment, whether legally enforceable or not, (i) to create, incur material liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual, or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

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(c)            None of the Plans is or was within the past three (3) years, nor does the Company, any Company Subsidiary nor any ERISA Affiliate have any liability or obligation under, (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA), (ii) a plan subject to Section 412 of the Code and/or Title IV of ERISA, (iii) a multiple employer plan subject to Section 413(c) of the Code, or (iv) a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA.

(d)            Except as set forth in Section 3.10(d) of the Company Disclosure Schedule, neither the execution of this Agreement nor the consummation of the Mergers contemplated hereby could, either alone or in combination with another event, (i) result in the payment of separation, severance, termination or similar-type benefits to any current or former employee, officer, director or other individual service provider of the Company or any Company Subsidiary, (ii) accelerate the vesting or timing of payment of any compensation or benefits due to any current or former employee, officer, director or other individual service provider of the Company or any Company Subsidiary under any Plan, or (iii) result in any payment or benefit as a result of the execution of this Agreement or the consummation of the Transactions, that, alone or together with any other payments, could reasonably be classified as “parachute payments” within the meaning of such term under Section 280G of the Code or that would be subject to an excise tax under Section 4999 of the Code.

(e)            None of the Plans provide for or promise, nor does the Company nor any Company Subsidiary have any other obligation to provide, post-termination or retiree medical or welfare, benefits to any current or former employee, officer, director or consultant of the Company or any Company Subsidiary except as required under Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA and the regulations thereunder or comparable state Law.

(f)            To the knowledge of the Company, each Plan has been established, operated and maintained in all material respects in accordance with its terms and the requirements of all applicable Laws including ERISA and the Code. The Company and the Company Subsidiaries have performed in all material respects, all obligations required to be performed by them under, are not in any respect in material default under or in violation of, and have no knowledge of any default or violation by any party to, any Plan. No Action is pending or, to the knowledge of the Company, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and no fact or event exists that could reasonably be expected to give rise to any such Action.

(g)            Each Plan that is intended to be qualified under Section 401(a) of the Code has timely received a favorable opinion, advisory and/or determination letter from the IRS, as applicable, that the Plan is so qualified and each trust established in connection with any Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter or is entitled to rely on an opinion letter from the IRS that it is so exempt, and no fact or event has occurred that would adversely affect the qualified status of any such Plan or the exempt status of any such trust.

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(h)            There has not been any non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan. No fact or event exists which could reasonably be expected to result in a material Tax or penalty on the Company or any Company Subsidiary. There have been no acts or omissions by the Company or any Company Subsidiary that have given or could give rise to any material fines, penalties, Taxes or related charges under Sections 502 or 4071 of ERISA or Section 511 or Chapter 43 of the Code for which the Company or any ERISA Affiliate may be liable.

(i)            With respect to each Plan, to the knowledge of the Company, all contributions, premiums or payments required to be made with respect to any Plan have been made on or before their due dates.

(j)            The Company, each Company Subsidiary and each Plan that is a “group health plan” as defined in Section 733(a)(1) of ERISA is in compliance, in all material respects, with the Patient Protection and Affordable Care Act and all regulations thereunder (together, the “ACA”), and no event has occurred, and no condition or circumstance exists, that could reasonably be expected to subject the Company, any Company Subsidiary or any Plan to material penalties or excise Taxes under Code Section 4980D or 4980H or any other provision of the ACA with respect to any period prior to the Closing.

(k)            Each Plan that provides deferred compensation subject to Section 409A of the Code satisfies, in all material respects, in form and operation the requirements of Section 409A of the Code and the guidance thereunder, and no additional Tax under Section 409A(a)(1)(B) of the Code has been or could reasonably be expected to be incurred by a participant in any such Plan.

(l)            Neither the Company nor any Company Subsidiary has any obligation to gross-up, make whole or otherwise indemnify any current or former employee or other service provider of the Company or any Company Subsidiary with respect to Taxes, interests or penalties imposed under Sections 409A or 4999 of the Code.

Section 3.11Labor and Employment Matters.

(a)            Company has made available to Ithax a true, complete, and accurate list of each current employee or individual independent contractor (including those who are engaged through a disregarded entity) of the Company and each Company Subsidiary as of July 31, 2021, along with, with respect to employees, his or her (i) date(s) of hire or engagement, (ii) job position, and (iii) current rate of compensation (including any bonuses, commissions and any other short-term cash incentive compensation).

(b)            Except as set forth in Section 3.11(b) of the Company Disclosure Schedule, (i) neither the Company nor any Company Subsidiary is, or has been since December 31, 2019, a party to any collective bargaining agreement or other similar labor union contract applicable to employees of the Company or any Company Subsidiary, nor, to the knowledge of the Company, are there any activities currently underway by any labor union to organize any such employees; (ii) there are no material unfair labor practice complaints pending against, or any pending representation petitions regarding employees of, the Company or any Company Subsidiary before the National Labor Relations Board; and (iii) there is no strike, slowdown, work stoppage or lockout underway, or, to the knowledge of the Company, threat thereof, by any employees of the Company or any Company Subsidiary against the Company or any Company Subsidiary.

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(c)            The Company and the Company Subsidiaries are in compliance, and have been in compliance during the past four (4) years, in all material respects with all applicable Laws relating to the employment of labor, including those related to wages, hours, compensation, meal and rest breaks, wage statements, termination of employment, immigration, classification of employees as exempt or non-exempt from overtime and hourly pay laws, classification of workers as independent contractors, equal employment opportunity and fair employment practices, disability rights or benefits, workers’ compensation, harassment, discrimination, retaliation, employee safety and health, and collective bargaining. Neither the Company nor any Company Subsidiary is currently a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices of the Company or any Company Subsidiary with respect to which there are material outstanding obligations. Except as set forth in Section 3.11(c) of the Company Disclosure Schedule, there is no material claim with respect to payment of wages, salary or overtime pay that is now pending or, to the knowledge of the Company, threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Company or any Company Subsidiary or engaged as individual independent contractors (including through a disregarded entity) by the Company or any Company Subsidiary. Except as set forth in Section 3.11(c) of the Company Disclosure Schedule, there is no material charge or proceeding with respect to a violation of any occupational safety or health standards currently pending or, to the knowledge of the Company, threatened with respect to the Company before any Governmental Authority. Except as set forth in Section 3.11(c) of the Company Disclosure Schedule, there is no material charge of age, gender, race, religion or other legally protected category for purposes of discrimination in employment Laws, which is now pending or, to the knowledge of the Company, threatened before the United States Equal Employment Opportunity Commission or any other Governmental Authority by any employee or independent contractor of the Company or any Company Subsidiary against the Company or any Company Subsidiary.

(d)            Since December 31, 2019, the Company and the Company Subsidiaries have not implemented a “mass layoff” or other similar employment action that triggered any of the notice or pay requirements of the WARN Act.

Section 3.12Real Property; Title to Assets.

(a)            Neither the Company nor any Company Subsidiary owns a fee interest in any real property.

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(b)            Section 3.12(b) of the Company Disclosure Schedule is a true, correct and complete list of all Leased Real Property and a list of all Lease Documents. All of the Lease Documents set forth in Section 3.12(b) of the Company Disclosure Schedule are in full force and effect and have not been modified except as set forth in Section 3.12(b) of the Company Disclosure Schedule and there is not, under any of such Lease Documents, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Lease Document, and there is no event, which, with notice or lapse of time, or both, would constitute a breach or default by such other party or person in the chain of title to such Leased Real Property.

(c)            To the Company’s knowledge, there are no contractual or legal restrictions that preclude or restrict the ability in any material respect to use any Leased Real Property for the purposes for which it is currently being used.

(d)            Each of the Company and the Company Subsidiaries has good and valid title to, or, in the case of the Leased Real Property and leased assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens, other than Permitted Liens.

(e)            The Company has made available to the Ithax true, correct and complete copies of the Lease Documents.

(f)            Except as set forth in Section 3.12(f) of the Company Disclosure Schedule, there are no subleases, licenses, concessions or other legally binding agreements (including outstanding options or rights of first refusal) granting to any party the right of use or occupancy of any portion of any of the Leased Real Property.

(g)            Except as set forth in Section 3.12(g) of the Company Disclosure Schedule, the Company and/or the Company Subsidiaries are in exclusive possession of each of the Leased Real Property.

(h)            To the Company’s knowledge, the buildings (and all systems therein) and improvements constituting the Leased Real Property, are, in all material respects, in good condition and repair except for reasonable maintenance and repairs.

(i)            Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, the Company Subsidiaries’ possession and quiet enjoyment of each premises leased pursuant to a Lease Document is not being disturbed and there are no disputes with respect to such Lease Document or premises.

(j)            To the Company’s knowledge, each Leased Real Property is in material compliance with all applicable Laws, including building, zoning, subdivision, health and safety and other land use Laws, the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Leased Real Property pursuant to a Lease Document. Within the past three (3) years, none of the Company Subsidiaries nor the Company has received any written notice of material violation of any Laws, including building, zoning, subdivision, health and safety and other land use Laws, the Americans with Disabilities Act of 1990, as amended, or any insurance requirements affecting the premises leased pursuant to a Lease Document, that is not cured.

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(k)            Neither Company nor any Company Subsidiaries has any material offsets, defenses or claims against any landlord/lessor under any Lease Document.

(l)            To the Company’s knowledge, the Company and the Company Subsidiaries have paid all rent and other sums due and owing under each Lease Document, including any estimated amounts for common area maintenance, insurance and real estate Taxes.

Section 3.13Intellectual Property; Data Matters.

(a)            Section 3.13(a) of the Company Disclosure Schedule contains a true, correct and complete list of all of the following that are owned by the Company and the Company Subsidiaries: (i) registered Intellectual Property rights, (ii)  applications for registrations of other Intellectual Property rights and (iii) registered Internet domain names.

(b)            Except as would not reasonably be expected to be material to the Company or the Company Subsidiaries, taken as a whole, the Company or one of the Company Subsidiaries solely and exclusively owns and possesses, free and clear of all Liens, all right, title and interest in and to, or has the right to use, all Intellectual Property rights necessary for the operation of the business of the Company and the Company Subsidiaries as currently conducted. To the knowledge of the Company, all Company Owned Intellectual Property Rights are valid and enforceable. The Company and each of its applicable Company Subsidiaries have taken commercially reasonable actions to maintain, protect and enforce the material Company Owned Intellectual Property Rights, including the secrecy, and confidentiality of its trade secrets and other Confidential Information.

(c)            Except as would not be material to the Company or the Company Subsidiaries, taken as a whole (i) there are no claims or demands against the Company or any of the Company Subsidiaries that were either made within the past three (3) years or are presently pending, or to the Company’s knowledge threatened, (A) contesting the validity, use, ownership, inventorship, enforceability, patentability or registrability of any of the Company Owned Intellectual Property Rights, or (B) alleging any infringement or misappropriation of, or other conflict with, any Intellectual Property rights of other persons; (ii) to the Company’s knowledge, neither the Company nor any of the Company Subsidiaries has within the past three (3) years infringed, misappropriated or otherwise conflicted with, and the operation of its business as currently conducted as of the Closing Date does not infringe, misappropriate or otherwise conflict with, any Intellectual Property rights of other persons, and within the past three (3) years neither the Company nor any of the Company Subsidiaries has received any notices regarding any of the foregoing (including any demands or offers to license any Intellectual Property rights from any other person) and (iii) to the Company’s knowledge, no third party has within the past three (3) years infringed, misappropriated or otherwise conflicted with any of the Company Owned Intellectual Property Rights.

(d)            Except as would not reasonably be expected to be material to the Company or the Company Subsidiaries, taken as a whole, neither the Company nor any of the Company Subsidiaries have used any Open Source Software in a manner that would, under the applicable license, require the Company to disclose or distribute to third persons the source code to any material Software (except for the Open Source Software itself) included in the Company Owned Intellectual Property Rights.

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(e)            Except as would not reasonably be expected to be material to the Company or the Company Subsidiaries, taken as a whole, the Company or one of the Company Subsidiaries leases, has the right to use or licenses, including with respect to licenses based on users, seats or some other metric) all Business Systems owned by another person and used by the Company or any of the Company Subsidiaries that are necessary for the conduct of their respective businesses as currently conducted.

(f)            Each of the Company and the Company Subsidiaries has implemented and maintains commercially reasonable administrative, technical, and physical measures designed to protect the security and integrity of its material Business Systems and material Business Data. Except as would not reasonably be expected to be material to the Company or the Company Subsidiaries, taken as a whole, in the past three (3) years, neither the Company nor any Company Subsidiary has been subject to any actual data security breaches, unauthorized access to or use of any Business Systems, or unauthorized acquisition or use, destruction, damage, unauthorized disclosure, loss, or corruption of any Personal Information, in each case that required notice to affected individuals under applicable Law. To the knowledge of the Company, there are no Disabling Devices in the Business Systems that would reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole.

(g)            In the last three (3) years, there have not been any widespread outages or material failures, breakdowns, or continued substandard performance affecting any of the Business Systems that have caused any material disruption or interruption in the business of the Company or the Company Subsidiaries that have not been remediated in all material respects.

(h)            The Company and each of the Company Subsidiaries conduct their respective business in compliance in all material respects with (i) all applicable Privacy/Data Security Laws; (ii) any privacy policies or other notices, and any contractual obligations of the Company or the Company Subsidiaries concerning the collection, dissemination, storage or use of Personal Information; and (iii) all contractual commitments of the Company or the Company Subsidiaries with respect to privacy and data security (collectively, the “Data Security Requirements”). The Company and each of the Company Subsidiaries has taken commercially reasonable steps to ensure that all third party service providers, outsourcers, contractors, or other persons who process, store, or otherwise handle Personal Information for or on behalf of the Company or any Company Subsidiary have agreed to materially comply with applicable Privacy/Data Security Laws and taken reasonable steps to protect and secure Personal Information from loss, theft, misuse or unauthorized access, use modification or disclosure. In the past three (3) years, the Company and each of the Company Subsidiaries have not received written notice of any audits, proceedings, or investigations (formal or informal) by any Governmental Authority in relation to the Company’s or the Company Subsidiaries’ collection, dissemination, storage, or use of Personal Information.

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Section 3.14Taxes.

(a)            The Company and the Company Subsidiaries have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by them, and all such filed Tax Returns are true, correct and complete in all material respects. All material amounts of Taxes required to be paid by the Company and the Company Subsidiaries (whether or not shown on any Tax Return) have been paid.

(b)            Neither the Company nor any Company Subsidiary has agreed in writing to waive any statute of limitations with respect to Taxes or agreed in writing to any extension of time with respect to the assessment or deficiency of any Tax, which waiver or extension remains in effect.

(c)            No outstanding claim, assessment, or deficiency for material Taxes has been asserted in writing against the Company or any of the Company Subsidiaries. No audit, examination, investigation, or other proceeding in respect of Taxes or Tax matters with respect to the Company or any of the Company Subsidiaries has commenced or is ongoing, and neither the Company nor any Company Subsidiary has been notified in writing of the pending commencement of any such proceeding.

(d)            Neither the Company nor any Company has received written claim from a Governmental Authority in a jurisdiction in which the Company or any Company Subsidiary does not file Tax Returns stating that the Company or any Company Subsidiary is or may be subject to Tax in such jurisdiction.

(e)            Neither the Company nor any Company Subsidiary is a party to, is bound by or has an obligation under any Tax sharing, Tax indemnification, Tax allocation or similar agreement with respect to Taxes (including any agreement providing for the sharing or ceding of Tax credits or losses), other than in each case any agreement entered into in the ordinary course of business that is not primarily related to Taxes.

(f)            Neither the Company nor any Company Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting made prior to the Closing; (ii) use of an improper method of accounting for taxable period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign Tax Law) executed prior to the Closing; (iv) installment sale or open transaction disposition made prior to the Closing; (v) prepaid amount received or deferred revenue accrued prior to the Closing outside the ordinary course of business; (vi) election pursuant to Section 965 of the Code; (vii) any intercompany transaction or excess loss account described in Treasury Regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) occurring or existing prior to the Closing; or (viii) any gain recognition agreement under Section 367 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) entered into prior to Closing.

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(g)            The Company and the Company Subsidiaries have withheld or collected and timely paid to the appropriate Governmental Authority all material amounts of Taxes required to have been withheld or collected and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, stockholder or other person, and the Company and the Company Subsidiaries have in all material respects complied with applicable Tax Laws relating to the payment and withholding of Taxes and related information reporting.

(h)            Neither the Company nor any of the Company Subsidiaries has any material liability for the Taxes of any person (other than the Company and the Company Subsidiaries) as a result of having been a member of an affiliated, aggregate, combined, consolidated or unitary Tax group, including pursuant Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Tax Law), or as a transferee or successor.

(i)            Neither the Company nor any of the Company Subsidiaries is a party to any ruling, closing agreement, or similar Tax agreement or arrangement with a Governmental Authority that is binding on the Company for any Tax period (or portion thereof) beginning after the Closing Date, and neither the Company any of the Company Subsidiaries has made any request for a ruling in respect of Taxes that is currently pending with a Governmental Authority.

(j)            Neither the Company nor any of the Company Subsidiaries has distributed the equity interests of another person, or has had its equity interests distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(k)            Neither the Company nor any of the Company Subsidiaries has participated in or is currently participating in any “listed transaction” as defined in Treasury Regulation Section 1.6011-4.

(l)            There are no Tax Liens upon any assets of the Company or any of the Company Subsidiaries except Liens for Taxes not yet due or Taxes being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP.

(m)            Neither the Company nor any of the Company Subsidiaries is a resident for income Tax purposes or has a permanent establishment (within the meaning of the applicable Tax treaty or convention) in a country other than the country in which it is organized.

(n)            Neither the Company nor any of the Company Subsidiaries has taken or agreed to take any action, or has any knowledge of any fact or circumstance, that would reasonably be expected to prevent or impede the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Section 3.15Environmental Matters.

Except as described in Section 3.15 of the Company Disclosure Schedule, (a) none of the Company nor any of the Company Subsidiaries has for the past three (3) years materially violated, or is currently in material violation, of any applicable Environmental Law; (b) none of the properties currently owned, leased or operated by the Company or any Company Subsidiary are contaminated with any Hazardous Substance in a manner that would reasonably be expected to result in a material liability of the Company or any Company Subsidiary; (c) none of the Company or any of the Company Subsidiaries has any material liability for any off-site contamination by Hazardous Substances; (d)  each of the Company and each Company Subsidiary has all material permits, licenses and other authorizations required under any applicable Environmental Law (“Environmental Permits”); and (e) each of the Company and each Company Subsidiary has for the past three (3) years been and is currently in material compliance with its Environmental Permits. The Company or the Company Subsidiaries have delivered to Ithax copies of all Phase I reports and other environmental investigations, studies, audits, tests, reviews or other analyses commenced or conducted by or on behalf of the Company or the Company Subsidiaries in relation to the current or prior business of the Company or the Company Subsidiaries or any real property presently or formerly owned, leased, or operated by the Company or the Company Subsidiaries (or its or their predecessors) that are in the possession, custody or reasonable control of the Company or the Company Subsidiaries.

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Section 3.16Material Contracts.

(a)            Section 3.16(a) of the Company Disclosure Schedule lists the following types of contracts and agreements (excluding any Plans disclosed on Section 3.10(a) of the Company Disclosure Schedule) to which the Company or any Company Subsidiary is a party as of the date hereof (such contracts and agreements as are required to be set forth in Section 3.16(a) of the Company Disclosure Schedule being the “Material Contracts”):

(i)            each contract and agreement (individually or together with related contracts or agreements) which is reasonably likely to involve consideration paid or payable to or by the Company or any Company Subsidiary of more than $500,000, in the aggregate, over the the twelve month period following the date hereof;

(ii)           each contract and agreement (individually or together with related contracts or agreements) with the top ten (10) (based on revenue or expenditure) with each customer and supplier;

(iii)          all contracts and agreements evidencing indebtedness for borrowed money;

(iv)          all equity-based partnership, joint venture or similar agreement;

(v)           all contracts that involve the acquisition or disposition, directly or indirectly (by merger or otherwise), of tangible assets (other than in the ordinary course of business) or capital stock or other equity interests of another person;

(vi)          all contracts and agreements with any Governmental Authority to which the Company or any Company Subsidiary is a party;

(vii)         all contracts and agreements that limit, or purport to limit, the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time;

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(viii)        all material contracts or arrangements that result in any person or entity holding a power of attorney from the Company or any Company Subsidiary that relates to the Company, any Company Subsidiary or their respective businesses; and

(ix)           all material contracts under which the Company or any of the Company Subsidiaries is a licensee or has received the right to use any Intellectual Property from a third person, other than licenses for commercially available, off-the-shelf Software, data or services or purchase orders entered into in the ordinary course of business that required individual or aggregate payments or consideration of $100,000 or less during any twelve (12) month period.

(b)            Each Material Contract is a legal, valid and binding obligation of the Company or the Company Subsidiaries and, to the knowledge of the Company, the other parties thereto, and neither the Company nor any Company Subsidiary is in material breach or violation of, or default under, any Material Contract nor has any Material Contract been canceled by the other party thereto. To the Company’s knowledge, no other party is in material breach or violation of, or default under, any Material Contract. The Company and the Company Subsidiaries have not received any written claim of material default under any Material Contract which has not been resolved. The Company has furnished or made available to Ithax true and complete copies of all Material Contracts, including any and all amendments thereto.

Section 3.17Insurance.

(a)            Section 3.17(a) of the Company Disclosure Schedule sets forth, with respect to each insurance policy under which the Company or any Company Subsidiary is an insured, a named insured or otherwise the principal beneficiary of coverage, (i) the names of the insurer, the principal insured and each named insured, (ii) the policy number, (iii) the period, scope and amount of coverage and (iv) the premium charged. All material insurable risks of the Company and the Company Subsidiaries in respect of the businesses of each are covered by such insurance policies and the types and amounts of coverage provided therein are usual and customary in the context of the businesses and operations in which the Company and the Company Subsidiaries are engaged.

(b)            With respect to each such insurance policy: (i) the policy is legal, valid, binding and enforceable in accordance with its terms and, except for policies that have expired under their terms in the ordinary course, is in full force and effect; (ii) neither the Company nor any Company Subsidiary is in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and to the Company’s knowledge, no event has occurred which, with notice or the lapse of time, would constitute such a material breach or default, or permit termination or modification, under the policy; and (iii) to the knowledge of the Company, no insurer on the policy has been declared insolvent or placed in receivership, conservatorship or liquidation.

(c)            At no time subsequent to December 31, 2019 has the Company or any Company Subsidiary (i) received a written denial of any material insurance or indemnity bond coverage which it has requested, (ii) made any material reduction in the scope or amount of its insurance coverage, or (iii) received written notice from any of its insurance carriers that any insurance premiums will be subject to increase in an amount materially disproportionate to the amount of the increases with respect thereto (or with respect to similar insurance) in the preceding year or that any insurance coverage listed in Section 3.17(a) of the Company Disclosure Schedule will not be available in the future substantially on the same terms as are now in effect.

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(d)            The Company and Company Subsidiaries have maintained a cyber insurance policy that is adequate and suitable in all material respects for the nature and volume of Personal Information processed by or on behalf of the Company and Company Subsidiaries and is sufficient for compliance with all applicable Law and contracts to which the Company and Company Subsidiary is a party or by which it is bound. The Company has delivered or made available to Ithax a true, complete, and correct copy of such cyber insurance policy.

Section 3.18Board Approval; Vote Required.

(a)            The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the First Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the First Merger and declared their advisability, and (iii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the First Merger and directed that this Agreement and Transactions be submitted for consideration by the Company’s stockholders at the Company stockholders’ meeting.

(b)            The only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement, the First Merger and the other Transactions is the affirmative vote of Mondee LLC, the Company’s sole stockholder (together, the “Company Stockholder Approval”) in favor of the approval and adoption of this Agreement and the First Merger. The written consent (the “Written Consent”), when executed and delivered, shall be sufficient to obtain the Company Stockholder Approval with no additional approval or vote from any holder of any shares or series of capital stock of the Company.

Section 3.19Customers and Suppliers.

Section 3.19 of the Company Disclosure Schedule sets forth a true and complete list of the top ten (10) customers of the Company and the Company Subsidiaries (based on the revenue from such customer during the 12-month period ended December 31, 2020) and a true and complete list of the top ten (10) suppliers of the Company and the Company Subsidiaries. Since December 31, 2020, no customer or supplier set forth on Section 3.19 of the Company Disclosure Schedule, (a) has canceled or otherwise terminated any contract with the Company or any Company Subsidiary prior to the expiration of the contract term, (b) has returned, or threatened to return, a substantial amount of any of the products, equipment, goods and services purchased from the Company or any Company Subsidiary, or (c) to the Company’s knowledge, has threatened, or indicated in writing its intention, to cancel or otherwise terminate its relationship with the Company or the Company Subsidiaries or to reduce substantially its purchase from or sale to the Company or any Company Subsidiary of any products, equipment, goods or services. Neither the Company nor any Company Subsidiary has (a) breached, in any material respect, any agreement with, or (b) engaged in any fraudulent conduct with respect to, any such customer or supplier of the Company or a Company Subsidiary set forth on Section 3.19 of the Company Disclosure Schedule.

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Section 3.20Certain Business Practices.

None of the Company, any Company Subsidiary or, to the Company’s knowledge, any directors or officers, agents or employees of the Company or any Company Subsidiary, has in the past three (3) years (a) directly or indirectly received, offered, solicited or used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity or business/patient referral generation; (b) not received any written notices, alleging a violation of any applicable law, regulation, or other legal requirement; (c) been subject to any adverse inspection, finding, penalty assessment, audit or other compliance or enforcement action by any Governmental Authority or, to the Company’s knowledge, any investigation by any Governmental Authority; (d) established or maintained any unrecorded fund or asset or made any knowingly false entries on any books or records of the Company or any Company Subsidiary; (e) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (f) made any payment in the nature of criminal or commercial bribery.

Section 3.21Anti-Bribery & Trade Compliance.

(a)            The Company and the Company Subsidiaries are in compliance with all applicable Anti-Corruption Laws in all material respects and have not in the last three (3) years received any notice request, or citation, or been subject to investigation or prosecution by any authority for actual or potential non-compliance with or offense under, any Anti-Corruption Laws.

(b)            Neither the Company nor any Company Subsidiary: (i) is a Sanctioned Person; (ii) has, in the last three (3) years, engaged in any business or dealings with a Sanctioned Person in violation of Sanctions; (iii) is in breach of, or has, in the last three (3) years, otherwise violated or committed an offense under, any Sanctions.

(c)            Neither the Company nor any Company Subsidiary has, in the last three (3) years, been the subject of any (i) written claim, inquiry, investigation, action, suit or proceeding by any Sanctions Authority with respect to any actual or alleged violation or offense under any Sanctions; or (ii) judgement, regulatory sanctions, penalties, sentences, disciplinary action, orders and/or suspensions related to any actual or alleged infringement, or violation of or offense under any Sanctions.

Section 3.22Interested Party Transactions.

No director, officer or other Affiliate of the Company or any Company Subsidiary (each, a “Company Related Party”) has, directly or indirectly, (a) a material economic interest in any person that furnishes or sells services or products to the Company or any Company Subsidiary; (b) a material economic interest in any person that purchases any goods or services from the Company or any Company Subsidiary; (c) a beneficial interest in any contract or agreement disclosed in Section 3.16(a) of the Company Disclosure Schedule; or (d) any contractual or other arrangement with the Company or any Company Subsidiary, in the case of each of the foregoing clauses (a) -(d), other than (i) contracts with respect to a Company Related Party’s employment with (including benefit plans and other ordinary course compensation from) any of the Company or the Company Subsidiaries, (ii) any Ancillary Agreement and (iii) contracts entered into after the date hereof that are either permitted pursuant to Section 5.01(b) or entered into in accordance with Section 5.01(b). The Company and the Company Subsidiaries have not, since December 31, 2019, (i) extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Company, or (ii) materially modified any term of any such extension or maintenance of credit.

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Section 3.23Sufficiency of Assets.

Except as would not reasonably be expected to be material to the Company or the Company Subsidiaries, taken as a whole, the buildings, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company or the Company Subsidiaries, together with all other properties and assets of the Company or the Company Subsidiaries, are sufficient for the continued conduct of the business of the Company and the Company Subsidiaries after the Closing in substantially the same manner as conducted as of immediately prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Company and the Company Subsidiaries as currently conducted.

Section 3.24No TID U.S. Business.

Neither the Company nor any Company Subsidiary is a TID U.S. business, as such term is defined under 31 CFR 800.248.

Section 3.25             Brokers.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company or any Company Subsidiary.

Section 3.26Investigation; No Other Representations.

The Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of Ithax, Merger Sub I and Merger Sub II and (ii) it has been furnished with or given access to such documents and information about Ithax, Merger Sub I and Merger Sub II and their business and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. In entering into this Agreement and the Ancillary Agreements to which it is a party, the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article IV and in the Ancillary Agreements to which it is a party and no other representations or warranties of Ithax, Merger Sub I, Merger Sub III or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article IV and in the Ancillary Agreements to which it is a party, neither Ithax, Merger Sub I, Merger Sub II nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby.

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Article IV

REPRESENTATIONS AND WARRANTIES OF ITHAX, MERGER SUB I AND MERGER SUB II

Except as set forth in the forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) (collectively, the “Ithax SEC Reports”) (to the extent the qualifying nature of such disclosure is readily apparent from the content of such Ithax SEC Reports, but excluding disclosures referred to in “Forward-Looking Statements”, “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements), Ithax hereby represents and warrants to the Company as follows:

Section 4.01Corporate Organization; Subsidiaries.

Each of Ithax, Merger Sub I and Merger Sub II is a corporation duly incorporated or organized (as the case may be), validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals would not reasonably be excepted to have a Ithax Material Adverse Effect. Except for Merger Sub I and Merger Sub II, Ithax does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or business association or other entity.

Section 4.02Organizational Documents.

Ithax has heretofore furnished to the Company a complete and correct copy of the certificate or formation and limited liability company agreement of each of Merger Sub I and Merger Sub II (together, the “Merger Sub Governing Documents”) and the Ithax Cayman Governing Documents. The Merger Sub Governing Documents and the Ithax Cayman Governing Documents are in full force and effect.

Section 4.03Capitalization.

(a)            As of the date of this Agreement, the authorized share capital or capital stock of (A) Merger Sub I consists of ten (10) common limited liability company interest units (“Merger Sub I Units”), (B) Merger Sub II consists of ten (10) common limited liability company interest units (“Merger Sub II Units”) and (C) Ithax consists of (i) 100,000,000 shares of Ithax Class A Ordinary Shares, (ii) 10,000,000 shares of Ithax Class B Ordinary Shares and (iii) 1,000,000 preference shares of Ithax Preferred Stock. As of the date of this Agreement, (i) 24,825,000 shares of Ithax Class A Ordinary Shares are issued and outstanding, all of which are validly issued, fully paid and non-assessable, (ii) 6,037,500 shares of Ithax Class B Ordinary Shares are issued and outstanding, all of which are validly issued, fully paid and non-assessable, (iii) no shares of Ithax are held in the treasury of Ithax and (iv) Ithax has reserved for future issuance 12,412,500 shares of Ithax Common Stock pursuant to outstanding Ithax Warrants. As of the date of this Agreement, there are no shares of Ithax Preferred Stock issued and outstanding. As of the date of this Agreement, except for the Ithax Warrants, and certain subscription agreements to purchase shares of Ithax Common Stock in accordance with Section 5.02(a), there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Ithax, Merger Sub I or Merger Sub II or obligating Ithax, Merger Sub I or Merger Sub II to issue or sell any shares of capital stock of, or other equity interests in, Ithax, Merger Sub I or Merger Sub II. All shares of Ithax Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. There are no outstanding contractual obligations of Ithax, Merger Sub I or Merger Sub II to repurchase, redeem or otherwise acquire any shares of Ithax Common Stock or other capital stock of such persons, except for the Redemption Rights. There are no outstanding contractual obligations of Ithax, Merger Sub I or Merger Sub II to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person.

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(b)            The shares of Ithax Common Stock to be issued immediately after the Domestication, but before the Closing (i) will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Ithax Certificate of Incorporation or by-laws or any agreement to which the Ithax is a party or is bound and (ii) will, be offered and sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and in material compliance with applicable Blue Sky Laws.

Section 4.04Authority Relative to this Agreement.

Each of Ithax, Merger Sub I and Merger Sub II have all necessary power and authority to execute and deliver this Agreement and subject to obtaining the approval of the shareholders of Ithax, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Ithax, Merger Sub I and Merger Sub II, and the consummation by Ithax, Merger Sub I and Merger Sub II of the Transactions, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Ithax, Merger Sub I or Merger Sub II are necessary to authorize this Agreement or to consummate the Transactions (other than the approval of the Domestication by the holders of a two-thirds majority of the then-outstanding shares of Ithax Common Stock attending and voting at a quorate shareholder meeting and the filing of the necessary statutory documents with the Cayman Registrar of Companies in connection with the same), the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Ithax Common Stock, by the holders of a majority of the then-outstanding shares of Merger Sub I Units and by the holders of a majority of the then-outstanding shares of Merger Sub II Units, the filing and recordation of appropriate merger documents as required by the DGCL and the DLLCA and with respect to the issuance of Ithax Common Stock and the amendment and restatement of the Ithax Certificate of Incorporation pursuant to this Agreement (and in each case after the completion of the Domestication), the approval of majority of the then-outstanding shares of Ithax Common Stock. This Agreement has been duly and validly executed and delivered by Ithax, Merger Sub I and Merger Sub II and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Ithax, Merger Sub I or Merger Sub II, enforceable against Ithax, Merger Sub I or Merger Sub II in accordance with its terms.

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Section 4.05No Conflict; Required Filings and Consents.

(a)            The execution and delivery of this Agreement by Ithax, Merger Sub I and Merger Sub II do not, and the performance of this Agreement by Ithax, Merger Sub I and Merger Sub II will not, (i) conflict with or violate the Ithax Cayman Governing Documents or the Merger Sub Governing Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.05(b) have been obtained and all filings and obligations described in Section 4.05(b) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Ithax, Merger Sub I or Merger Sub II or by which any of their property or assets is bound or affected, or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Ithax, Merger Sub I or Merger Sub II pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Ithax, Merger Sub I or Merger Sub II is a party or by which Ithax, Merger Sub I or Merger Sub II or any of their property or assets is bound or affected, except, with respect to clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Ithax Material Adverse Effect.

(b)            The execution and delivery of this Agreement by Ithax, Merger Sub I and Merger Sub II do not, and the performance of this Agreement by Ithax, Merger Sub I and Merger Sub II will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Cayman Islands Companies Act, Securities Act, the Exchange Act, Blue Sky Laws and state takeover laws, the HSR Act, and filing and recordation of appropriate merger documents as required by the DGCL and the DLLCA, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent Ithax, Merger Sub I or Merger Sub II from performing its material obligations under this Agreement.

Section 4.06Compliance.

None of Ithax, Merger Sub I and Merger Sub II is in conflict with, or in default, breach or violation of, (a) any Law applicable to Ithax, Merger Sub I or Merger Sub II or by which any property or asset of Ithax, Merger Sub I or Merger Sub II is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Ithax, Merger Sub I or Merger Sub II is a party or by which Ithax, Merger Sub I or Merger Sub II or any property or asset of Ithax, Merger Sub I or Merger Sub II is bound, except for any such conflicts, defaults, breaches or violations that would not have a Ithax Material Adverse Effect.

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Section 4.07SEC Filings; Financial Statements.

(a)            Ithax has timely filed all Ithax SEC Reports required to be filed by with the SEC since January 27, 2021. The Ithax SEC Reports (i) were prepared in all material respects in accordance with either the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Ithax SEC Reports.

(b)            Each of the financial statements (including, in each case, any notes thereto) contained in the Ithax SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of Ithax as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustment, none of which would be material to the business, operations, assets, liabilities, financial condition, operating results or cash flow of Ithax).

(c)            Except as and to the extent set forth on the financial statements contained in the Ithax SEC Reports, none of Ithax, Merger Sub I or Merger Sub II has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for (i) liabilities and obligations which are not, individually or in the aggregate, material to Ithax, Merger Sub I and Merger Sub II, taken as a whole, (ii) liabilities and obligations incurred in the ordinary course of business since January 1, 2021 (none of which is a liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) liabilities and obligations incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Agreement, the performance of their respective covenants or agreements in this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

(d)            Except as not required in reliance on exemptions from various reporting requirements by virtue of Ithax’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its incorporation, (i) Ithax has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Ithax’s financial reporting and the preparation of Ithax’s financial statements for external purposes in accordance with GAAP and (ii) Ithax has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Ithax is made known to Ithax’s principal executive officer and principal financial officer by others within Ithax, in each case except as set forth in the Ithax SEC Reports.

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(e)            Ithax has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(f)            Since its incorporation, Ithax has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq Capital Market. The classes of securities representing issued and outstanding Ithax Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq Capital Market. As of the date of this Agreement, there is no material Action pending or, to the knowledge of Ithax, threatened against Ithax by Nasdaq Capital Market or the SEC with respect to any intention by such entity to deregister Ithax Class A Ordinary Shares or prohibit or terminate the listing of Ithax Class A Ordinary Shares on Nasdaq Capital Market. Ithax has not taken any action that is designed to terminate the registration of Ithax Class A Ordinary Shares under the Exchange Act.

(g)            Ithax has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Ithax’s assets, in each case other than as set forth in the Ithax SEC Reports. Ithax maintains and, for all periods covered by the Ithax financial statements, has maintained books and records of Ithax in the ordinary course of business that accurately and fairly reflect the transactions and dispositions of the assets of Ithax in all material respects.

(h)            Since its incorporation, Ithax has not received any written notification of any (i) “significant deficiency” in the internal controls over financial reporting of Ithax, (ii) “material weakness” in the internal controls over financial reporting of Ithax or (iii) fraud, whether or not material, that involves management or other employees of Ithax who have a significant role in the internal controls over financial reporting of Ithax, in each case other than as set forth in the Ithax SEC Reports.

Section 4.08Absence of Certain Changes or Events.

Since January 27, 2021, except as expressly contemplated by this Agreement or specifically disclosed in any Ithax SEC Report, (a) Ithax has conducted its business only in the ordinary course and in a manner consistent with past practice, and (b) there has not been any Ithax Material Adverse Effect.

Section 4.09Absence of Litigation.

There is no (and since their respective formation or incorporation there has been no) Action pending or, to the knowledge of Ithax, threatened against Ithax, Merger Sub I or Merger Sub II, or any property or asset of any of the foregoing, by or before any Governmental Authority. None of Ithax, Merger Sub I or Merger Sub II nor any material property or asset of any of the foregoing is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of Ithax, continuing investigation by, any Governmental Authority.

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Section 4.10Board Approval; Vote Required.

(a)            The Ithax Board, by resolutions unanimously duly adopted and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement is fair to and in the best commercial interests of Ithax and its shareholders, (ii) approved and declared the advisability of this Agreement, the Transactions and the Final Ithax Certificate of Incorporation, (iii) recommended that the shareholders of Ithax approve and adopt this Agreement, the Transactions and the Final Ithax Certificate of Incorporation and (iv) directed that this Agreement, the Transactions and the Final Ithax Certificate of Incorporation be submitted for consideration by the shareholders of Ithax at the meeting of Ithax’s shareholders (the “Ithax Shareholders’ Meeting”).

(b)            The only votes of the holders of any class or series of share capital or capital stock of Ithax necessary to approve this Agreement and the Transactions is:

(i)            in respect of the Domestication only, the affirmative vote of the holders of a two-thirds majority of the then-outstanding shares of Ithax Common Stock attending and voting at a quorate shareholder meeting; and

(ii)            in respect of all other aspects of this Agreement and the other Transactions, the affirmative vote of the holders of a majority of the outstanding shares of Ithax Common Stock on account that such votes are to be in connection with the consummation of a business combination by Ithax.

(c)            The only vote of the holders of any class or series of capital stock of Merger Sub I necessary to approve this Agreement, the First Merger and the other Transactions is the affirmative vote of Ithax, the sole holder of Merger Sub I Units. Ithax has approved this Agreement, the First Merger and the other Transactions as the sole holder of Merger Sub I Units.

(d)            The only vote of the holders of any class or series of capital stock of Merger Sub II necessary to approve this Agreement, the Second Merger and the other Transactions is the affirmative vote of Ithax, the sole holder of Merger Sub II Units. Ithax has approved this Agreement, the Second Merger and the other Transactions as the sole holder of Merger Sub II Units.

Section 4.11No Prior Operations of Merger Sub I and Merger Sub II.

Each of Merger Sub I and Merger Sub II was formed solely for the purpose of engaging in the Transactions and has not engaged in any business activities or conducted any operations other than as contemplated by this Agreement.

Section 4.12Brokers.

Except as set forth on Schedule 4.12, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Ithax, Merger Sub I or Merger Sub II.

Section 4.13Ithax Trust Account.

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Ithax maintains a trust account (the “Trust Account”) at Continental Stock Transfer & Trust Company (the “Trustee”). The amount held in the Trust Account, as of the date of this Agreement, totals at least that amount disclosed in Ithax’s Form 8-K dated as of February 1, 2021, less Taxes paid or payable with respect thereto (the “Trust Fund”). The monies held in the Trust Account are invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and held in trust by the Trustee pursuant to the Trust Agreement. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Ithax SEC Reports to be inaccurate in any material respect or that would entitle any person to any portion of the proceeds in the Trust Account, the Ithax SEC Reports to be inaccurate in any material respect or, to Ithax’s knowledge, that would entitle any person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) Ithax shareholders who shall have elected to redeem their Ithax Class A Ordinary Shares pursuant to the Ithax Cayman Governing Documents or (iii) if Ithax fails to complete a Business Combination (as defined in the Trust Agreement) within the allotted time period and liquidates the Trust Fund, subject to the terms of the Trust Agreement, Ithax (in limited amounts to permit Ithax to pay the expenses of the Trust Fund’s liquidation and dissolution) and then the Ithax shareholders). Prior to the Closing, none of the funds held in the Trust Fund are permitted to be released, except in the circumstances described in the Ithax Cayman Governing Documents and the Trust Agreement. Ithax has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of Ithax, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There, as of the date hereof, are no claims or, to Ithax’s knowledge, proceedings pending with respect to the Trust Fund. Since January 27, 2021, Ithax has not released any money from the Trust Fund (other than interest income earned on the principal held in the Trust Fund as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from Trust Fund to (i) Ithax shareholders who shall have elected to redeem their Ithax Class A Ordinary Shares pursuant to the Ithax Cayman Governing Documents, (ii) underwriters of Ithax’s initial public offering for their deferred underwriting commissions and (iii) the Second Surviving Company, each in accordance with the terms of and as set forth in the Trust Agreement, Ithax shall have no further obligation (A) to Ithax’s shareholders who shall have elected to redeem their Ithax Class A Ordinary Shares pursuant to the Ithax Cayman Governing Documents and (B) under either the Trust Agreement or the Ithax Cayman Governing Documents to liquidate or distribute any assets held in the Trust Fund, and the Trust Agreement shall terminate in accordance with its terms.

Section 4.14Taxes.

(a)            Ithax has duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by it, and all such filed Tax Returns are true, correct and complete in all material respects. All material amounts of Taxes required to be paid by Ithax (whether or not shown on any Tax Return) have been paid.

(b)            Ithax has not agreed in writing to waive any statute of limitations with respect to Taxes or agreed in writing to any extension of time with respect to the assessment or deficiency of any Tax, which waiver or extension remains in effect.

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(c)            No outstanding claim, assessment, or deficiency for material Taxes has been asserted in writing against Ithax. No audit, examination, investigation, or other proceeding in respect of Taxes or Tax matters with respect to Ithax has commenced or is ongoing, and Ithax has not been notified in writing of the pending commencement of any such proceeding.

(d)            Ithax has not received written claim from a Governmental Authority in a jurisdiction in which it does not file Tax Returns stating that it is or may be subject to Tax in such jurisdiction.

(e)            Ithax is not a party to or bound by, and has no obligation under, any Tax sharing, Tax indemnification, Tax allocation, or similar agreement with respect to Taxes (including any agreement providing for the sharing or ceding of Tax credits or losses), other than in each case any agreement entered into in the ordinary course of business that is not primarily related to Taxes.

(f)            Ithax will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for (or, in the case of clause (vi), pay any tax in) any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting made prior to the Closing; (ii) use of an improper method of accounting for taxable period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign Tax Law) executed prior to the Closing; (iv) installment sale or open transaction disposition made prior to the Closing; (v) prepaid amount received or deferred revenue accrued prior to the Closing outside the ordinary course of business; (vi) election pursuant to Section 965 of the Code; (vii) any intercompany transaction or excess loss account described in Treasury Regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) occurring or existing prior to the Closing; or (viii) any gain recognition agreement under Section 367 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) entered into prior to Closing.

(g)            Ithax has withheld or collected and timely paid to the appropriate Governmental Authority all material amounts of Taxes required to have been withheld or collected and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder, stockholder or other person, and Ithax has in all material respects complied with applicable Tax Laws relating to the payment and withholding of Taxes and related information reporting.

(h)            Ithax has no material liability for the Taxes of any person as a result of having been a member of an affiliated, aggregate, combined, consolidated or unitary Tax group, including pursuant Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Tax Law) or as a transferee or successor.

(i)            Ithax is not a party to any ruling, closing agreement, or similar Tax agreement or arrangement with a Governmental Authority that is binding on the Company for any Tax period (or portion thereof) beginning after the Closing Date, and Ithax has not made any request for a ruling in respect of Taxes that is currently pending with a Governmental Authority.

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(j)            Ithax has not distributed the equity interests of another person, or has had its equity interests distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(k)            Ithax has not participated in and is not currently participating in any “listed transaction” as defined in Treasury Regulation Section 1.6011-4.

(l)            There are no Tax Liens upon any assets of Ithax except Liens for Taxes not yet due or Taxes being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP.

(m)            Ithax is not resident for income Tax purposes or has a permanent establishment (within the meaning of the applicable Tax treaty or convention) in a country other than the country in which it is organized.

(n)            None of Ithax, Merger Sub I and Merger Sub II has taken, intends to take, or has agreed to take any action, or has any knowledge of any fact or circumstance, that would reasonably be expected to prevent or impede the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code or the Domestication from qualifying as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code.

Section 4.15No Foreign Person.

None of Ithax, Merger Sub I, or Merger Sub II is a foreign person (a “Foreign Person”), as such term is defined under the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), and no investor affiliated with the Ithax, Merger Sub I, or Merger Sub II (whether as a direct or indirect investor in Ithax, Merger Sub I, or Merger Sub II, or as a co-investor investing alongside Ithax, Merger Sub I, or Merger Sub II, or otherwise) that is a Foreign Person will obtain (i) access to any “material nonpublic technical information” (as defined under the DPA) in the possession of the Company or any Company Subsidiary, (ii) membership or observer rights on, or the right to nominate an individual to a position on, the board of directors of the Company or any Company Subsidiary, or (iii) any “involvement”, other than through voting of shares, in “substantive decision-making” of the Company or any Company Subsidiary regarding (a) the use development, acquisition, safekeeping, or release of any “sensitive personal data” (as defined under the DPA) of U.S. citizens maintained or collected by the Company or any Company Subsidiary, (b) the use, development, acquisition, or release of any “critical technologies” (as defined under the DPA), or (c) the management, operation, manufacture, or supply of “covered investment critical infrastructure” (as defined under the DPA).

Section 4.16Interested Party Transactions.

No director, officer or other Affiliate of Ithax, Merger Sub I or Merger Sub II (each, an “Ithax Related Party”) has, directly or indirectly, (a) a material economic interest in any person that furnishes or sells services or products to Ithax, Merger Sub I or Merger Sub II; (b) a material economic interest in any person that purchases any goods or services from Ithax, Merger Sub I or Merger Sub II; (c) a beneficial interest in any contract or agreement with Ithax, Merger Sub I or Merger Sub II; or (d) any contractual or other arrangement with the Ithax, Merger Sub I or Merger Sub II, in the case of each of the foregoing clauses (a) - (d), other than (i) contracts with respect to an Ithax Related Party’s employment with (including benefit plans and other ordinary course compensation from) any of the Ithax, Merger Sub I or Merger Sub II, (ii) any Ancillary Agreement and (iii) contracts entered into after the date hereof that are either permitted pursuant to Section 5.02(b) or entered into in accordance with Section 5.02(b). Ithax, Merger Sub I or Merger Sub II have not, since January 27, 2021, (i) extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Company, or (ii) materially modified any term of any such extension or maintenance of credit.

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Section 4.17Investigation; No Other Representations.

Ithax, Merger Sub I and Merger Sub II, each on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Company and the Company Subsidiaries and (ii) it has been furnished with or given access to such documents and information about the Company and the Company Subsidiaries and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. In entering into this Agreement and the Ancillary Agreements to which it is a party, Ithax, Merger Sub I and Merger Sub II have relied solely on their own investigation and analysis and the representations and warranties expressly set forth in Article III or in the Ancillary Agreements and no other representations or warranties of the Company, or any other Person, either express or implied, and Ithax, Merger Sub I and Merger Sub II, each on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article III or in the Ancillary Agreements, neither the Company nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby.

Article V

CONDUCT OF BUSINESS PENDING THE MERGERs

Section 5.01Conduct of Business by the Company Pending the Mergers.

(a)            The Company agrees that, between the date of this Agreement and the First Effective Time or the earlier termination of this Agreement, except as (1) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement, (2) as set forth in Section 5.01 of the Company Disclosure Schedule, or (3) as required by applicable Law (including (x) as may be requested or compelled by any Governmental Authority and (y) COVID-19 Measure), unless Ithax shall otherwise consent in writing:

(i)            the businesses of the Company and the Company Subsidiaries shall be conducted in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and

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(ii)           the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and the Company Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and the Company Subsidiaries, to preserve the current relationships of the Company and the Company Subsidiaries with customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations, and to maintain in effect all insurance policies (in such amounts and with such deductibles as are currently maintained).

(b)            By way of amplification and not limitation, except as (1) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement, (2) as set forth in Section 5.01 of the Company Disclosure Schedule, or (3) as required by applicable Law (including (x) as may be requested or compelled by any Governmental Authority and (y) COVID-19 Measures), neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the First Effective Time or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of Ithax:

(i)            amend or otherwise change its certificate of incorporation or by-laws or equivalent organizational documents;

(ii)           issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (A) any shares of any class of capital stock of the Company or any Company Subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of the Company or any Company Subsidiary or (ii) any assets of the Company or any Company Subsidiary;

(iii)          declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock;

(iv)          reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock;

(v)           (A) acquire (including by merger, consolidation, or acquisition of capital stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof or any material amount of assets in excess of $1,000,000; (B) acquire any capital stock of any person; (C) incur any indebtedness for borrowed money in excess of $1,000,000 or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans or advances, or grant any security interest in any of its assets; or (D) enter into or amend any contract, agreement, commitment or arrangement with respect to any matter set forth in this Section 5.01(b) (except those matters expressly excluded);

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(vi)          (A) hire or engage any individual on a full-time, part-time, consulting, independent contractor or other basis with an annualized base salary or equivalent compensation in excess of $500,000; or (B) terminate any employee with an annualized base salary in excess of $200,000;

(vii)         adopt, materially amend or terminate any Plan, except (A) as may be required by applicable Law or the terms of any Plan disclosed on Section 3.10(a) of the Company Disclosure Schedule or (B) the Stock Incentive Plan, the ESPP or as otherwise expressly contemplated by this Agreement;

(viii)        change any accounting policies or procedures in any material respect, other than as required by GAAP or in accordance with PCAOB standards;

(ix)           (A) make, change or rescind any material Tax election, (B) settle or compromise any claim, dispute, audit report or assessment in respect of a material amount of Taxes, (C) change any period for the calculation of income or other material Taxes (except as required by applicable Law), (D) adopt or change any material method of Tax accounting (except as required by applicable Law), (E) file any amended income or other material Tax Return, (F) surrender any right to claim a refund of a material amount of Taxes, (G) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or closing agreement related to any income or other material Tax, (H) request any Tax ruling from a Governmental Authority, (I) enter into any advance pricing agreement or cost sharing agreement with an Affiliate that would reasonably be expected to materially affect the Company and the Company Subsidiaries or (J) consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment;

(x)            amend, modify or consent to the termination of any Material Contract, or amend, waive, modify or consent to the termination of the Company’s or any Company Subsidiary’s material rights thereunder, except in the ordinary course of business;

(xi)           enter into any agreement that, if existing on the date of this Agreement, would be a Material Contract, except in the ordinary course of business;

(xii)          permit any material item of Company Owned Intellectual Property Rights to lapse or to be abandoned, invalidated, dedicated, or disclaimed, or otherwise become unenforceable (other than expirations of items of Company Owned Intellectual Property Rights at the end of their statutory term) or fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and Taxes required to maintain and protect its interest in the material Company Owned Intellectual Property Rights;

(xiii)         materially amend, materially modify or consent to the termination of any of the Lease Documents, or amend, waive, modify or consent to the termination of the Company’s, or any Company Subsidiary’s material rights thereunder;

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(xiv)        settle, compromise or commence any pending or threatened Action involving or against the Company or any Company Subsidiary for an amount in excess of $1,000,000; or

(xv)         announce an intention, enter into any formal or informal agreement or otherwise make a commitment, to do any of the foregoing.

Section 5.02Conduct of Business by Ithax Pending the Mergers.

Except as expressly contemplated by any other provision of this Agreement or any Ancillary Agreement (including entering into various Subscription Agreements and consummating the Private Placements), as set forth on Schedule 5.02, or as required by applicable Law (including (x) as may be required by requested or compelled by any Governmental Authority and (y) COVID-19 Measures), Ithax, Merger Sub I and Merger Sub II each agree that from the date of this Agreement until the earlier of the termination of this Agreement and the First Effective Time, the businesses of Ithax, Merger Sub I and Merger Sub II shall be conducted in the ordinary course of business and in a manner consisted with past practice. Except as expressly contemplated by any other provision of this Agreement or any Ancillary Agreement (including entering into various Subscription Agreements and consummating the Private Placements), as set forth on Schedule 5.02, or as required by applicable Law (including (x) as may be requested or compelled by any Governmental Authority and (y) COVID-19 Measures), none of Ithax, Merger Sub I or Merger Sub II shall, between the date of this Agreement and First Effective Time or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of the Company:

(a)            issue, grant, sell or authorize the issuance, grant or sale of any options, warrants, convertible securities or other rights of any kind to acquire any shares of any class of such person’s capital stock, or any other ownership interest (including any phantom interest), of such person;

(b)            purchase or redeem any shares of Ithax Common Stock or any other capital stock of such person (except pursuant to the Redemption Rights);

(c)            effect any stock split (except for the purpose of meeting the initial listing requirements of the Nasdaq Capital Market, and only to the extent necessary to meet such listing requirements), stock dividend (including any dividend or distribution of securities convertible into Ithax Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Ithax Common Stock;

(d)            adopt any amendments, supplements, restatements or modifications to the Trust Agreement, Ithax Warrant Agreement or the Ithax Cayman Governing Documents or the Merger Sub Governing Documents;

(e)            declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any equity securities of Ithax or any of its Subsidiaries, other than redemptions from the Trust Fund that are required pursuant to the Ithax Cayman Governing Documents;

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(f)            (A) make, change or rescind any material Tax election, (B) settle or compromise any claim, dispute, audit report or assessment in respect of a material amount of Taxes, (C) change any period for the calculation of income or other material Taxes (except as required by applicable Law), (D) adopt or change any material method of Tax accounting (except as required by applicable Law), (E) file any amended income or other material Tax Return or claim for a Tax refund, (F) surrender any right to claim a refund of a material amount of Taxes, (G) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or closing agreement related to any income or other material Tax, (H) request any Tax ruling from a Governmental Authority, (I) enter into any advance pricing agreement or cost sharing agreement with an Affiliate that would reasonably be expected to materially affect the Company and the Company Subsidiaries or (J) consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment;

(g)            except as may be required by Law or GAAP, make any material change in the financial accounting methods, principles or practices (or change an annual accounting period);

(h)            incur, create or assume any indebtedness;

(i)            make any loans or advances to, or capital contributions in, any other person, other than any loans from Sponsor to Ithax in an amount not to exceed $250,000 in the aggregate;

(j)            enter into, renew, modify or revise any transaction with any Ithax Related Party, other than any loans from Sponsor to Ithax in an amount not to exceed $250,000 in the aggregate;

(k)            engage in any activities or business, or incur any material liabilities, other than any activities, businesses or liabilities that are otherwise permitted under this Section 5.02 (including, for the avoidance of doubt, any activities or business contemplated by, or liabilities incurred in connection with, this Agreement or any Ancillary Agreement);

(l)            merge or consolidate with any other person (other than, for the avoidance of doubt, as contemplated hereby);

(m)            authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution;

(n)            enter into any contract with any broker, finder, investment banker or other person under which such person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement; or

(o)            enter into any contract to take, or cause to be taken, any of the actions set forth in this Section 5.02.

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Section 5.03Claims Against Trust Account.

Company does not now have, and shall not at any time prior to the Second Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and Ithax on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 5.03 as the “Claims”); provided, that the Claims will not include and this provision will not prohibit in any way, the Company’s right to pursue a claim against Ithax for legal relief against assets held outside the Trust Account (including any funds that have been released other than to Ithax’s shareholders and any assets that have been purchased or acquired with any such funds), for specific performance or other equitable relief. Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof. Notwithstanding the foregoing, and for the avoidance of doubt, the Company’s release of Trust Account funds shall be interpreted to include funds that have been released and/or returned to the Ithax shareholders.

Article VI

ADDITIONAL AGREEMENTS

Section 6.01Proxy Statement; Registration Statement.

(a)            As promptly as practicable after the execution of this Agreement and receipt of the PCAOB Audited Financials, (i) Ithax and the Company shall prepare, and Ithax shall file with the SEC a proxy statement/prospectus (as amended or supplemented, the “Proxy Statement”) to be sent to the shareholders of Ithax relating to the Ithax Shareholders’ Meeting to be held to consider approval and adoption of (A) this Agreement and the Transactions, (B) the issuance of Ithax Common Stock as contemplated by this Agreement, (C) the Domestication, (D) the Interim Ithax Certificate of Incorporation to replace the Ithax Cayman Governing Documents upon the Domestication, (E) the Final Ithax Certificate of Incorporation to replace the Interim Ithax Certificate of Incorporation at the Closing, (F) the approval and adoption of the Stock Incentive Plan, (G) approval and adoption of the ESPP, and (H) any other proposals the Parties deem necessary to effectuate the Mergers (collectively, the “Ithax Proposals”) and (ii) Ithax and the Company shall prepare, and Ithax shall file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Ithax Common Stock held by the shareholders of Ithax immediately prior to the First Effective Time. The Company shall furnish all information concerning the Company as Ithax may reasonably request in connection with such actions and the preparation of the Proxy Statement and the Registration Statement. Ithax and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement and the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, Ithax shall take all or any action required under any applicable federal or state securities laws in connection with the issuances of shares of Ithax Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement.

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(b)            No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Ithax or the Company without the approval of the other Party (such approval not to be unreasonably withheld, conditioned or delayed). Ithax and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Ithax Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Ithax and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto.

(c)            Ithax represents that the information supplied by Ithax for inclusion in the Proxy Statement and the Registration Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Ithax and the stockholders of the Company, (iii) the time of the Ithax Shareholders’ Meeting, and (iv) the First Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the First Effective Time, any event or circumstance relating to Ithax, Merger Sub I or Merger Sub II, or their respective officers or directors, should be discovered by Ithax which should be set forth in an amendment or a supplement to the Proxy Statement or Registration Statement, Ithax shall promptly inform the Company. All documents that Ithax is responsible for filing with the SEC in connection with the Mergers or the Transactions will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

(d)            The Company represents that the information supplied by the Company for inclusion in the Proxy Statement and the Registration Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Ithax and the stockholders of the Company, (iii) the time of the Ithax Shareholders’ Meeting, and (iv) the First Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the First Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement or the Registration Statement, the Company shall promptly inform Ithax. All documents that the Company is responsible for filing with the SEC in connection with the Mergers or the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

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Section 6.02Ithax Shareholders’ Meetings; Merger Sub I Stockholder’s Approval; Merger Sub II Stockholder’s Approval.

(a)            Ithax shall establish a record date (which date shall be mutually agreed with the Company) for, duly call, give notice of, convene and hold the Ithax Shareholders’ Meeting for the purpose of voting upon the Ithax Proposals and Ithax shall hold the Ithax Shareholders’ Meeting as soon as practicable after the date on which the Registration Statement becomes effective for the purpose of voting solely upon the Ithax Proposals. Ithax shall use its reasonable best efforts to obtain the requisite approval of the Ithax Proposals, including by soliciting from its shareholders proxies as promptly as practicable for the purpose of approving the Ithax Proposals and shall take all other action necessary or advisable to secure the required vote or consent of its shareholders. The Ithax Board shall recommend to its shareholders that they approve the Ithax Proposals and shall include such recommendation in the Proxy Statement (the “Ithax Recommendation”). Except as required by applicable Law, the Ithax Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Ithax Recommendation.

(b)            As promptly as reasonably practicable (and in any event within one (1) Business Day) following the execution of this Agreement, Ithax shall approve and adopt this Agreement and approve the First Merger and the other Transactions, as the sole stockholder of Merger Sub I.

(c)            As promptly as reasonably practicable (and in any event within one (1) Business Day) following the execution of this Agreement, Ithax shall approve and adopt this Agreement and approve the Second Merger and the other Transactions, as the sole stockholder of Merger Sub II..

Section 6.03Company Stockholders’ Consent; First Surviving Company Consents.

(a)            As promptly as reasonably practicable (and in any event within two (2) Business Days) following the time at which the Registration Statement is declared effective under the Securities Act, the Company shall cause Mondee LLC to approve and adopt this Agreement and approve the First Merger and the other Transactions, as the sole stockholder of the Company, by Written Consent and deliver the Written Consent to Ithax.

(b)            At the First Effective Time, (i) Ithax shall cause of board of the directors of the First Surviving Company to approve and adopt this Agreement and approve the Second Merger by written consent and (ii) Ithax, as the sole stockholder of the First Surviving Company, shall approve and adopt this Agreement and approve the Second Merger by written consent.

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Section 6.04Access to Information; Confidentiality.

(a)            Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or Ithax or any of their respective Subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement until the First Effective Time or the earlier termination of this Agreement, the Company and Ithax shall (and shall cause their respective Subsidiaries and instruct their respective Representatives to): (i) provide to the other Party (and the other Party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours, upon reasonable prior notice and in a manner so as not to materially interfere with the operations of the applicable Person to the officers, employees, agents, properties, offices and other facilities of such Party and its Subsidiaries and to the books and records thereof; and (ii) furnish promptly to the other Party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such Party and its Subsidiaries as the other Party or its Representatives may reasonably request. Notwithstanding the foregoing, none of the Company, Ithax or their respective Subsidiaries shall be required to disclose to the other Party or any of its respective Representatives any information (1) if and to the extent doing so would (A) violate any Law to which such Person is subject, (B) result in the disclosure of any trade secrets of third parties in breach of any contract with such third party, (C) violate any legally-binding or ethical obligation of such Person with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to such Person under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the applicable Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to provide (x) such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) or (y) such information in a manner without violating such privilege, doctrine, contract, obligation or Law), or (2) if the Company or any of the Company Subsidiaries, on the one hand, and Ithax or any of its Subsidiaries, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the applicable Party shall, in the case of clause (1) or (2), provide prompt written notice of the withholding of access or information on any such basis.

(b)            All information obtained by the Parties pursuant to this Section 6.04 shall be kept confidential in accordance with the mutual non-disclosure agreement, dated May 21, 2021 (the “Non-disclosure Agreement”), between Ithax and the Company.

Section 6.05Company Solicitation.

From and after the date hereof until the Second Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.01, the Company shall not, and shall cause the Company Subsidiaries not to and shall direct its and their Representatives not to, (i) initiate, solicit, facilitate or knowingly encourage (including by way of furnishing non-public information), whether publicly or otherwise, any inquiries with respect to, or the making of, any Company Acquisition Proposal, (ii) engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any Confidential Information or data to, any person relating to a Company Acquisition Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to any Company Acquisition Proposal (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to any Company Acquisition Proposal) or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of the Company Subsidiaries, (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal, (vi) approve, endorse, recommend, execute or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Company Acquisition Proposal (each, a “Company Acquisition Agreement”) or any proposal or offer that could reasonably be expected to lead to a Company Acquisition Proposal, or (vii) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives to take any such action. The Company shall, and shall instruct and cause the Company Subsidiaries and each of their respective Representatives to immediately cease any solicitations, discussions or negotiations with any person (other than the Parties and their respective Representatives) in connection with a Company Acquisition Proposal. The Company also agrees that it will promptly request each person (other than the Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of a Company Acquisition Proposal to return or destroy all Confidential Information furnished to such person by or on behalf of it or any of the Company Subsidiaries prior to the date hereof. The Company shall promptly notify Ithax (and in any event within twenty-four hours) of the receipt of any Company Acquisition Proposal after the date hereof, which notice shall identify the third party making any Company Acquisition Proposal and shall include a summary of the material terms and conditions of any material developments, discussions or negotiations in connection therewith, and any material modifications to the financial or other terms and conditions of any such Company Acquisition Proposal.

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Section 6.06Employee Benefits Matters.

A person who is an active employee of the Company or any Company Subsidiary immediately prior to the Closing shall receive credit for purposes of eligibility to participate and vesting and level of benefits under any vacation or severance plan or arrangement (but not for benefit accruals under any defined benefit pension plan) under any employee benefit plan, program or arrangement established or maintained by the Second Surviving Company or any of its Subsidiaries for service accrued or deemed accrued prior to the Second Effective Time with the Company or any Company Subsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, the Second Surviving Company shall use commercially reasonable efforts to waive, or cause to be waived, any limitations on benefits relating to any pre-existing conditions and recognize, for purposes of annual deductible, co-insurance and out-of-pocket limits under its group health plans, deductible and out-of-pocket expenses paid by employees of the Company and the Company Subsidiaries in the calendar year in which the Second Effective Time occurs.

Section 6.07Directors’ and Officers’ Indemnification and Insurance.

(a)            The Surviving Company Governing Documents shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the certificate of incorporation of the Company and by-laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Second Effective Time in any manner that would adversely affect the rights thereunder of individuals who, at or prior to the Second Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by Law. Following the Closing, the certificate of incorporation and bylaws (or corollary organizational documents) of the Company Subsidiaries shall not be amended, repealed or otherwise modified with respect to indemnification, advancement or expense reimbursement for a period of six (6) years from the Closing in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of such Company Subsidiaries, unless such modification shall be required by applicable Law.

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(b)            Following the Closing, the certificate of incorporation and bylaws of the Ithax shall not be amended, repealed or otherwise modified with respect to indemnification, advancement or expense reimbursement for a period of six (6) years from the Closing in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of Ithax, unless such modification shall be required by applicable Law.

(c)            The Company shall purchase and have in place at the Closing, and maintain in effect for a period of six (6) years after the Closing Date, without lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those Persons who are currently covered by any comparable insurance policies of Ithax and the Company, as applicable, as of the date hereof with respect to matters occurring on or prior to the Closing. Such “tail” policy shall provide coverage on terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the coverage provided under the Company or Ithax’s directors’ and officers’ liability insurance policies, as applicable, as of the date hereof.

Section 6.08Further Action; Reasonable Best Efforts.

(a)            Upon the terms and subject to the conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, appropriate action, and to do, or cause to be done, such things as are necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using its reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries necessary for the consummation of the Transactions and to fulfill the conditions to the Mergers. In case, at any time after the Second Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each Party shall use their reasonable best efforts to take all such action.

(b)            Each of the Parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to the extent practicable consult about, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the terms of the Non-disclosure Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. Subject to the terms of the Non-disclosure Agreement, the Parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions. No Party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions.

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Section 6.09Tax Matters.

(a)            The Company shall pay (or otherwise bear the cost of) all transfer, documentary, sales, use, stamp, registration, value added or other similar Taxes incurred in connection with the Transactions. The Company shall file (or cause to be filed) all necessary Tax Returns with respect to all such Taxes, and, if required by applicable Law, the Company will join in the execution of any such Tax Returns.

(b)            For U.S. federal income tax purposes (and state and local Tax purposes, where applicable), the Parties intend that (a) the Domestication will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, to which Ithax is party under Section 368(b) of the Code and (b) the Mergers, taken together, will constitute a “reorganization” within the meaning of Section 368(a) of the Code (collectively, the “Intended Tax Treatment”). The Parties will prepare and file all Tax Returns consistent with the Intended Tax Treatment and will not take any inconsistent position on any Tax Return or during the course of any audit, litigation or other proceeding with respect to Taxes, except as otherwise required by a determination within the meaning of Section 1313(a) of the Code. Each of the Parties agrees to promptly notify the other Parties of any challenge to the Intended Tax Treatment by any Governmental Authority.

(c)            No Party shall take or cause to be taken any action, or fail to take or cause to be taken any action, which action or failure to act would reasonably be expected to prevent the Domestication or the Mergers from qualifying for the Intended Tax Treatment.

(d)            Ithax, Merger Sub I, Merger Sub II and the Company hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and 1.368-3(a).

(e)            At or prior to the Closing, the Company shall deliver to Ithax a notice to the IRS, in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), in substantially the form attached as Exhibit F-1, dated as of the Closing Date and duly executed by the Company (the “IRS Notice”), and a FIRPTA Notification Letter, in substantially the form attached as Exhibit F-2, dated as of the Closing Date and duly executed by the Company.

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Section 6.10Public Announcements.

The initial press release relating to this Agreement shall be a joint press release, the text of which will be agreed to by each of Ithax and the Company. Thereafter, between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article VIII), none of the Parties or their respective Representatives shall issue any press release or otherwise make any public statements with respect to this Agreement, the Mergers or any of the other Transactions, without the prior written consent of Ithax, in the case of the Company, or the prior written consent of the Company, in the case of Ithax, Merger Sub I and Merger Sub II, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that each Party may make any such announcement or other communication if such announcement or other communication is required by applicable Law (including any rules of the Nasdaq Capital Market), in which case the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company, if the disclosing Party is Ithax, Merger Sub I or Merger Sub II, or Ithax, if the disclosing Party is the Company, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith. Furthermore, nothing contained in this Section 6.11 shall prevent Ithax or the Company and/or its respective Affiliates from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors, in each case, who are subject to confidentiality obligations; provided that the disclosing Party shall be responsible for any breach of such confidentiality obligations by such recipients.

Section 6.11Takeover Statute.

If any Takeover Statute is or may become applicable to the Mergers or the other Transactions, each of the Company, Ithax, Merger Sub I and Merger Sub II and their respective board of directors, shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable hereafter on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

Section 6.12Domestication.

Ithax shall effect the Domestication immediately prior to the Closing pursuant to and in accordance with Section 388 of the DGCL, Part XII of the Cayman Islands Companies Act and the Ithax Cayman Governing Documents. In connection with the Domestication, (a) each Ithax Ordinary Share shall be converted to a share of Class A common stock of Ithax and (b) each Ithax Warrant shall be replaced by a warrant to purchase a share of Class A common stock of Ithax with substantially the same terms as set forth in the Ithax Warrant Agreement (the “Ithax Warrant Conversion”). At the Closing, the parties shall amend and restate the Ithax Warrant Agreement to effect the Ithax Warrant Conversion.

Section 6.13Ithax Solicitation.

From and after the date hereof until the Second Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.01, Ithax shall not, and shall direct its Affiliates and its and their Representatives not to, (i) initiate, solicit, facilitate or knowingly encourage (including by way of furnishing non-public information), whether publicly or otherwise, any inquiries with respect to, or the making of, any Ithax Acquisition Proposal, (ii) engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any Confidential Information or data to, any Person relating to a Ithax Acquisition Proposal, (iii) enter into, engage in and maintain discussions or negotiations with respect to any Ithax Acquisition Proposal (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to any Ithax Acquisition Proposal) or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Ithax, (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Ithax Acquisition Proposal, (vi) approve, endorse, recommend, execute or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Ithax Acquisition Proposal (each, a “Ithax Acquisition Agreement”) or any proposal or offer that could reasonably be expected to lead to a Ithax Acquisition Proposal, or (vii) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Affiliates or its or their Representatives to take any such action. Ithax shall, and shall instruct and cause each of its Affiliates and its and their Representatives to immediately cease any solicitations, discussions or negotiations with any Person (other than the Parties and their respective Representatives) in connection with a Ithax Acquisition Proposal. Ithax also agrees that it will promptly request each Person (other than the Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Ithax Acquisition Proposal to return or destroy all Confidential Information furnished to such Person by or on behalf of it prior to the date hereof. Ithax shall promptly notify the Company (and in any event within twenty-four hours) of the receipt of any Ithax Acquisition Proposal after the date hereof, which notice shall identify the third party making any Ithax Acquisition Proposal and shall include a summary of the material terms and conditions of any material developments, discussions or negotiations in connection therewith, and any material modifications to the financial or other terms and conditions of any such Ithax Acquisition Proposal.

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Section 6.14Stock Exchange Listing.

Ithax will use its reasonable best efforts to cause the Merger Consideration issued in connection with the Transactions to be approved for listing on the Nasdaq Capital Market at Closing. During the period from the date hereof until the Closing, Ithax shall use its reasonable best efforts to keep the Ithax Class A Ordinary Shares and Ithax Warrants listed for trading on the Nasdaq Capital Market.

Section 6.15Antitrust.

(a)            To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each Party agrees to promptly (and in connection with the any required filings under the HSR Act, no later than ten (10) Business Days after the date of this Agreement) make any required filing or application under Antitrust Laws, as applicable. The Parties agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act (if available).

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(b)            Each Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other Party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other Parties reasonably informed of any communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, the other Parties shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

(c)            No Party shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The Parties further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties to consummate the Transactions, to use reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.

Section 6.16PCAOB Audited Financials.

The Company shall use reasonable best efforts to deliver true and complete copies of the audited consolidated balance sheet of the Company as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of income and cash flows of the Company for such years, each audited in accordance with the auditing standards of the PCAOB, together with an unqualified (except with respect to material weaknesses) audit report thereon from the auditor (collectively, the “PCAOB Audited Financials”) not later than thirty (30) days from the date hereof.

Section 6.17         Trust Account.

At least forty-eight (48) hours prior to the Closing, Ithax shall provide notice to the Trustee in accordance with the Trust Agreement and shall deliver any other documents, opinions or notices required to be delivered to the Trustee pursuant to the Trust Agreement and cause the Trustee prior to the Closing to, and the Trustee shall thereupon be obligated to, transfer all funds held in the Trust Account to Ithax and thereafter shall cause the Trust Account and the Trust Agreement to terminate.

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Section 6.18Stock Incentive Plan & Employee Share Purchase Plan.

(a)            Ithax shall, prior to the First Effective Time, approve and adopt a new equity incentive plan (the “Stock Incentive Plan”) to be effective in connection with the Closing, which shall be in such form as the Company and Ithax shall mutually determine and which shall provide for an aggregate share reserve thereunder equal to ten percent (10%) of the number of shares of Ithax Common Stock on a fully diluted basis at the Closing, as well as a customary evergreen provision.

(b)            Ithax shall, prior to the First Effective Time, approve and adopt a customary employee stock purchase plan (the “ESPP”) to be effective in connection with the Closing, which shall be in such form as the Company and Ithax shall mutually determine.

Section 6.19          Resignation.

Other than those persons who Ithax has identified as continuing directors at least three Business Days prior to the Closing Date, all members of the Company Board and the board of directors of the Company Subsidiaries shall execute written resignations effective as of the First Effective Time.

Article VII

CONDITIONS TO THE MERGERs

Section 7.01Conditions to the Obligations of Each Party.

The obligations of the Company, Ithax, Merger Sub I and Merger Sub II to consummate the Mergers are subject to the satisfaction or waiver (where permissible) of the following conditions:

(a)            Ithax Shareholder Approval. The Ithax Proposals shall have been approved and adopted by the requisite affirmative vote of the shareholders of Ithax in accordance with the Proxy Statement, the Cayman Islands Companies Act and the Ithax Certificate of Incorporation.

(b)            No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award (an “Order”) which is then in effect and has the effect of making the First Merger, Second Merger or the other Transactions illegal or otherwise prohibiting consummation of the First Merger, Second Merger or the other Transactions.

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(c)            U.S. Antitrust Approvals and Waiting Periods. Any waiting period (and any extension thereof) applicable to the consummation of the First Merger or Second Merger under the HSR Act shall have expired or been terminated.

(d)            Stock Exchange Listing. The Ithax Class A Ordinary Shares shall continue to be listed on the Nasdaq Capital Market as of the Closing Date.

(e)            Domestication. The Domestication shall have occurred and Ithax shall have delivered to the Company reasonably sufficient evidence of the Domestication.

(f)            Registration Statement. The Registration Statement shall have been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement shall have been initiated or be threatened by the SEC.

Section 7.02Conditions to the Obligations of Ithax, Merger Sub I and Merger Sub II.

The obligations of Ithax, Merger Sub I and Merger Sub II to consummate the Mergers are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

(a)            Representations and Warranties. The representations and warranties of the Company contained in Section 3.03 (Capitalization) shall be true and correct in all respects as of the Closing as though made on the Closing except for de minimis errors therein and the representations and warranties of the Company contained in Sections 3.01 (Organization and Qualification; Subsidiaries), 3.04 (Authority Relative to this Agreement), 3.18 (Board Approval; Vote Required) and 3.25 (Brokers) shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) as of the Closing, as though made on the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company contained in Article III of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) as of the Closing, as though made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Company Material Adverse Effect.

(b)            Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the First Effective Time.

(c)            Material Adverse Effect. Since the date of this Agreement no Company Material Adverse Effect shall have occurred.

(d)            Officer Certificate. The Company shall have delivered to Ithax a certificate, dated the date of the Closing, signed by the President of the Company, certifying as to the satisfaction of the conditions specified in Sections 7.02(a), 7.02(b) and 7.02(c).

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(e)            Company Stockholder Approval. The Company shall have received the Company Stockholder Approval in accordance with the DGCL and the Company’s Certificate of Incorporation.

(f)            Registration Rights Agreement. On or prior to the Closing, the Company shall have delivered to Ithax a copy of the registration rights agreement, substantially in the form attached hereto as Exhibit G (the “Registration Rights Agreement”) duly executed by Mondee and the Members (as such term is defined in the Earn-Out Agreement).

Section 7.03Conditions to the Obligations of the Company.

The obligations of the Company to consummate the Mergers are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

(a)            Representations and Warranties. The representations and warranties of Ithax contained in Section 4.03 (Capitalization) shall be true and correct in all respects as of the Closing as though made on the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date) except for de minimis errors therein and the representations and warranties of Ithax contained in Sections 4.01 (Corporate Organization; Subsidiaries), 4.02 (Organizational Documents), 4.04 (Authority Relative to this Agreement), 4.10 (Board Approval; Vote Required), 4.11 (No Prior Operations of Merger Sub I and Merger Sub II), and 4.12 (Brokers) shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Ithax Material Adverse Effect” or any similar limitation set forth therein) as of the Closing as though made on the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date). All other representations and warranties of Ithax contained in Article IV of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Ithax Material Adverse Effect” or any similar limitation set forth therein) as of the Closing, as though made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Ithax Material Adverse Effect.

(b)            Agreements and Covenants. Ithax, Merger Sub I and Merger Sub II shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the First Effective Time.

(c)            Material Adverse Effect. Since the date of this Agreement no Ithax Material Adverse Effect shall have occurred.

(d)            Officer Certificate. Ithax shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer of Ithax, certifying as to the satisfaction of the conditions specified in Sections 7.03(a), 7.03(b), and 7.03(c).

(e)            Available Cash. After giving effect to (i) the exercise of Redemption Rights by any holders of the outstanding shares of Ithax Common Stock, (ii) payment of all Unpaid Company Expenses and Unpaid Ithax Expenses, and (iii) the sale and issuance by Ithax of Ithax Common Stock between the date of this Agreement and the First Effective Time, the amount of cash held by Ithax in the aggregate, whether in or outside of the Trust Account (for the avoidance of doubt, including the proceeds from the Private Placements) shall be equal to at least $150,000,000.

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(f)            Registration Rights Agreement. On or prior to the Closing, Ithax shall have delivered to the Company a copy of the Registration Rights Agreement duly executed by Ithax and the Sponsor.

Article VIII

TERMINATION, AMENDMENT AND WAIVER

Section 8.01Termination.

This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time prior to the First Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the Transactions by the stockholders of the Company or the shareholders of Ithax, as follows:

(a)            by mutual written consent of Ithax and the Company; or

(b)            by either Ithax or the Company if the First Effective Time shall not have occurred prior to July 31, 2022 (the “Outside Date”); provided, however, that this Agreement may not be terminated under this Section 8.01(b) by or on behalf of any Party that either directly or indirectly through its Affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a condition set forth in Article VII on or prior to the Outside Date; or

(c)            by either Ithax or the Company if any Governmental Authority in the United States shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the effect of making consummation of the Transactions, including the Mergers, illegal or otherwise preventing or prohibiting consummation of the Transactions, the Mergers; or

(d)            by either Ithax or the Company if any of the Ithax Proposals shall fail to receive the requisite vote for approval at the Ithax Shareholders’ Meeting or any adjournment thereof; or

(e)            by Ithax upon a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Sections 7.02(a) and 7.02(b) would not be satisfied (“Terminating Company Breach”); provided that Ithax has not waived such Terminating Company Breach and Ithax, Merger Sub I and Merger Sub II are not then in material breach of their representations, warranties, covenants or agreements in this Agreement; provided further that, if such Terminating Company Breach is curable by the Company, Ithax may not terminate this Agreement under this Section 8.01(e) for so long as the Company continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within thirty (30) days after notice of such breach is provided by Ithax to the Company; or

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(f)            by the Company upon a breach of any representation, warranty, covenant or agreement on the part of Ithax, Merger Sub I and Merger Sub II set forth in this Agreement, or if any representation or warranty of Ithax, Merger Sub I and Merger Sub II shall have become untrue, in either case such that the conditions set forth in Sections 7.03(a) and 7.03(b) would not be satisfied (“Terminating Ithax Breach”); provided that the Company has not waived such Terminating Ithax Breach and the Company is not then in material breach of their representations, warranties, covenants or agreements in this Agreement; provided, however, that, if such Terminating Ithax Breach is curable by Ithax, Merger Sub I and Merger Sub II, the Company may not terminate this Agreement under this Section 8.01(f) for so long as Ithax, Merger Sub I and Merger Sub II continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured within thirty (30) days after notice of such breach is provided by the Company to Ithax;

(g)            by Ithax if the PCAOB Audited Financials shall not have been delivered to Ithax by the Company on or before January 31, 2022; or

(h)            by Ithax if the Company shall have failed to deliver the Written Consent to Ithax within the time specified in Section 6.03(a).

Section 8.02Effect of Termination.

In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any Party, except (i) Section 5.03, Section 6.04(b), this Section 8.02, Section 8.03, Section 8.04, Section 8.05 and Article IX (to the extent related to the foregoing), each of which shall survive such termination and remain valid and binding obligations of the Parties and (ii) the Non-disclosure Agreement, which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with its terms. Notwithstanding the foregoing, the termination of this Agreement pursuant to Section 8.01 shall not affect any liability on the part of any Party for a willful or material breach of any covenant or agreement set forth in this Agreement prior to such termination.

Section 8.03Fees and Expenses.

Except as set forth in this Agreement, all Expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, provided that, the Company shall pay all Expenses relating to (i) printing, filing and mailing of the Proxy Statement and all SEC, Nasdaq Capital Market and other regulatory filing fees incurred in connection with the Proxy Statement and the Registration Statement, and (ii) the filing fee for the notification and report forms filed under the HSR Act (the expenses described in the foregoing clauses (i) and (ii), the “Reimbursable Expenses”); further provided, that (x) if this Agreement is terminated in accordance with its terms, the Company shall pay, or cause to be paid, all Unpaid Company Expenses, Ithax shall promptly reimburse the Company for 50% of the aggregate amount of the Reimbursable Expenses and Ithax shall pay, or cause to be paid, all Unpaid Ithax Expenses and (y) if the Closing occurs, then Ithax shall pay, or cause to be paid, all Unpaid Company Expenses and all Unpaid Ithax Expenses.

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Section 8.04Amendment.

This Agreement may not be amended except, (a) at any time prior to the Closing, by an instrument in writing signed by each of the Parties, subject to the requisite approval by the Parties’ by action taken by or on behalf of their respective boards of directors or (b) following the Closing by an instrument in writing signed by the Company and Sponsor. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 8.04 shall be void, ab initio.

Section 8.05Waiver.

Any Party may (a) extend the time for the performance of any obligation or other act of any other Party, (b) waive any inaccuracy in the representations and warranties of any other Party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any agreement of any other Party or any condition to its own obligations contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of such rights.

Article IX

GENERAL PROVISIONS

Section 9.01Non-Survival of Representations, Warranties, Covenants and Agreements.

The representations, warranties, covenants and agreements in this Agreement and in any document, certificate or instrument delivered pursuant to or in connection with this Agreement shall terminate at the Closing, except that the foregoing shall not limit any covenant or agreement of the parties that by its terms applies or requires performance after the Closing. The parties acknowledge and agree that, in the event that the Closing occurs, no Party may bring an Action based upon, or arising out of, a breach of any such representations, warranties or any covenants the performance of which is in the period prior to Closing. Notwithstanding the foregoing, the covenants and agreements contained in or made pursuant to this Agreement (or in any document, certificate or instrument delivered pursuant to or in connection with this Agreement that by their terms apply or are to be performed in whole or in part after the Closing shall survive the Closing in accordance with their terms.

Section 9.02Notices.

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or email or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.02):

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if to Ithax, Merger Sub I or Merger Sub II:

ITHAX Acquisition Corp.
555 Madison Avenue, Suite 11A
New York, NY 10022

Attention: Orestes Fintiklis
Email: orestes@ithacacapitalpartners.com

with a copy to (which shall not constitute notice):

Reed Smith LLP
2850 N. Harwood St.
Suite 1500
Dallas, TX 75201
United States
Attention: Lynwood Reinhardt
Email: lreinhardt@reedsmith.com

if to the Company:

Mondee, Inc.

951 Mariners Island Blvd., Ste 130

San Mateo, CA 94404

Attention: Dan Figenshu

Email: dan.figenshu@mondee.com

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP
1601 Elm Street

Dallas, TX 75201

Attention: Michael Considine, P.C.

Email: MPConsidine@kirkland.com

200 Clarendon Street
Boston, MA 02116

Attention: Alex Lloyd
Email: alex.lloyd@kirkland.com

and

2049 Century Park East, Suite 3700

Los Angeles, CA 90067

Attention: Michele Cumpston
Email: michele.cumpston@kirkland.com

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Section 9.03               Certain Definitions.

(a)            For purposes of this Agreement:

“Affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.

“Ancillary Agreements” means the Earn-Out Agreement, Registration Rights Agreement, the Sponsor Support Agreement and the Stockholder Support Agreement.

“Anti-Corruption Laws” means any applicable laws, regulations, or orders relating to anti-bribery, anti-corruption (governmental or commercial), including laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any foreign government official, foreign government employee, person or commercial entity, to obtain a business advantage, or the offer, promise, or gift of, or the request for, agreement to receive or receipt of a financial or other advantage to induce or reward the improper performance of a relevant function or activity; including the U.S. Foreign Corrupt Practices Act of 1977, as amended from time to time, the UK Bribery Act of 2010 and all national and international laws enacted to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

“Business Data” means all business information and data, including Personal Information (whether of employees, contractors, consultants, customers, consumers, or other persons and whether in electronic or any other form or medium) that is accessed, collected, used, processed, stored, shared, distributed, transferred, disclosed, destroyed, or disposed of by any of the Company’s Business Systems.

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings and on which banks are not required or authorized to close in the City of New York in the United States of America or the Cayman Islands; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any Governmental Authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

“Business Systems” means all Software, computer hardware (whether general or special purpose), electronic data processing equipment, telecommunications equipment, networks, servers, peripherals, and computer systems that are owned or controlled by the Company and/or any of the Company Subsidiaries in the conduct of their respective businesses.

“Company Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary and (ii) any acquisition by any Person, or proposal or offer, which if consummated would result in any Person becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, 10% or more of the total voting power or of any class of equity securities of the Company or those of any of the Company Subsidiaries, or 10% or more of the consolidated total assets (including equity securities of the Company Subsidiaries) of the Company, in each case other than the Transactions.

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“Company Common Stock” means the common stock of the Company.

“Company Conversion Share” means a share of Company Common Stock issued and outstanding immediately prior to the First Effective Time that is not canceled pursuant to Section 2.01(b).

“Company Expenses” means, as of any determination time, the aggregate amount of fees, expense, commissions or other amounts incurred by or on behalf of, and that are due and payable by and not otherwise expressly allocated to Ithax pursuant to the terms this Agreement, the Company or any Company Subsidiary in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Agreements, the performance of its covenants or agreements in this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of the Company or any Company Subsidiary and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to the Company pursuant to this Agreement or any Ancillary Agreement. Notwithstanding the foregoing, the Reimbursable Expenses shall be deemed Company Expenses.

“Company Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, is or is reasonably likely to (i) be materially adverse to the business, condition (financial or otherwise), assets, liabilities, business plans or results of operations of the Company and the Company Subsidiaries taken as a whole, or (ii) prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement; provided, however, that, in the case of clause (i), none of the following shall be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence arising after the date hereof from or related to (a) general changes in economic conditions in or affecting the United States or any other country, or the global economy generally, (b) engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (c) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries, (d) changes in any applicable Laws, (e) any change, event, effect or occurrence that is generally applicable to the industries in which the Company or any Company Subsidiary operates, (f) the execution or public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement, including the impact thereof on the relationships, contractual or otherwise, of the Company and the Company Subsidiaries with employees, customers, development partners, commercialization partners, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto, (g) any failure by the Company or any Company Subsidiary to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (a) through (f), (h) or (i)), (h) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslides, wild fires, epidemics, pandemics or quarantines, acts of God or other natural disasters or comparable events in the United States or any other country or region in the world, or any escalation of the foregoing or (i) pandemics (including COVID-19), epidemics and disease outbreaks, earthquakes, hurricanes, tornados, mudslides or other natural disasters (including in each case governmental action in response thereto, including COVID-19 Measures); provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (a) through (e), (h) or (i) may be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has a disproportionate adverse effect on the Company and the Company Subsidiaries, taken as a whole, relative to other participants operating in the industries or markets in which the Company and the Company Subsidiaries operate.

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“Company Owned Intellectual Property Rights” means all Intellectual Property owned or purported to be owned by the Company or the Company Subsidiaries.

“Confidential Information” means any information, knowledge or data concerning the businesses and affairs of the Company or the Company Subsidiaries that is not already generally available to the public, including any Intellectual Property rights.

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, decree, judgment, injunction or other order, directive, guidelines or recommendations by any Governmental Authority or industry group in connection with or in response to the coronavirus (COVID-19) pandemic, including the Coronavirus Aid, Relief, and Economic Security Act (CARES).

“Disabling Devices” means undisclosed Software viruses, time bombs, logic bombs, Trojan horses, trap doors, back doors, or other computer instructions, intentional devices or techniques that are designed to disrupt, damage, disable, maliciously encumber, hack into, incapacitate, infiltrate or shut down a computer system or any component of such computer system in an unauthorized manner, including any such device affecting system security or compromising or disclosing user data.

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“Environmental Laws” means any United States federal, state or local or non-United States laws in effect as of or prior to the Closing Date relating to (i) releases or threatened releases of Hazardous Substances or materials containing Hazardous Substances; (ii) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Substances or materials containing Hazardous Substances; or (iii) pollution or protection of the environment natural resources, or human health and safety (with respect to exposure to Hazardous Substances).

“ERISA Affiliate” means any trade or business that, together with the Company or any Company Subsidiary would be deemed a “single employer” for purposes of Section 4001(b)(1) of ERISA and/or Sections 414(b), (c) and/or (m) of the Code.

“Expenses” means all reasonable out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a Party and its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the preparation, printing, filing and mailing of the Proxy Statement, the solicitation of stockholder or shareholder approvals, the filing of any required notices under the HSR Act or other similar regulations and all other matters related to the Closing of the Mergers and the other Transactions.

“Hazardous Substances” means (i) those substances regulated under the following United States federal statutes and their state counterparts due to their hazardous or deleterious properties or characteristics, and all regulations thereunder: the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide, and Rodenticide Act and the Clean Air Act; (ii) petroleum and petroleum products, including crude oil and any fractions thereof; (iii) natural gas, synthetic gas, and any mixtures thereof; (iv) polychlorinated biphenyls, asbestos and radon; and (v) any substance, material, contaminant, or waste regulated by any Governmental Authority pursuant to any Environmental Law due to its hazardous or deleterious properties or characteristics.

“Intellectual Property” means (i) patents, patent applications and patent disclosures, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions or reexaminations thereof, (ii) trademarks and service marks, trade dress, logos, trade names, corporate names, brands, slogans, logos, Internet domain names and other source identifiers together with all translations, adaptations, derivations, combinations and other variants of the foregoing, and all applications, registrations, and renewals in connection therewith, together with all of the goodwill associated with the foregoing (collectively, “Marks”), (iii) copyrights and other works of authorship (whether or not copyrightable), and moral rights, and registrations and applications for registration thereof, (iv) rights in trade secrets and know-how (including ideas, formulas, compositions, inventions (whether or not patentable or reduced to practice)), customer and supplier lists, improvements, protocols, processes, methods and techniques, research and development information, industry analyses, algorithms, architectures, layouts, drawings, specifications, designs, plans, methodologies, proposals, industrial models, technical data, financial and accounting and all other data, databases and database rights, pricing and cost information, business and marketing plans and proposals, and customer and supplier lists (including lists of prospects and related information); and (v) all other intellectual property or proprietary rights of any kind or description.

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“Ithax Cayman Governing Documents” means the certificate of incorporation issued by the Cayman Islands Registrar of Companies, the amended and restated memorandum and articles of association and the other organizational documents of Ithax.

“Ithax Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving Ithax and (ii) any acquisition by any Person, or proposal or offer, which if consummated would result in any Person becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, 10% or more of the total voting power or of any class of equity securities of Ithax, other than the Transactions, provided, however, that any issuances and sales of Ithax Common Stock in accordance with Section 5.02(a) shall not be a Ithax Acquisition Proposal.

“Ithax Certificate of Incorporation” means (a) prior to the Domestication, the Ithax Cayman Governing Documents, (b) following the Domestication, the Interim Ithax Certificate of Incorporation.

“Ithax Class A Ordinary Shares” means Ithax’s Class A ordinary shares, par value $0.001 each.

“Ithax Class B Ordinary Shares” means Ithax’s Class B ordinary shares, par value $0.001 each.

“Ithax Common Stock” means (a) prior to the Domestication, the Ithax Ordinary Shares and (b) following the Domestication, the shares of Class A common stock of Ithax.

“Ithax Expenses” means, as of any determination time, the aggregate amount of fees, expense, commissions or other amounts incurred by or on behalf of, and that are due and payable by and not otherwise expressly allocated to the Company pursuant to the terms of this Agreement, Ithax, Merger Sub I or Merger Sub II in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Agreements, the performance of its covenants or agreements in this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of Ithax, Merger Sub I or Merger Sub II and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to Ithax, Merger Sub I or Merger Sub II pursuant to this Agreement or any Ancillary Agreement. For the avoidance of doubt, Ithax Expenses shall not include any Company Expenses, including the Reimbursable Expenses (but the Reimbursable Expenses are subject to the reimbursement obligations set forth in Section 8.03).

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“Ithax Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, is or is reasonably likely to (i) be materially adverse to the business, condition (financial or otherwise), assets, liabilities, business plans or results of operations of Ithax and its Subsidiaries taken as a whole, or (ii) prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay Ithax from performing its obligations under this Agreement; provided, however, that, in the case of clause (i), none of the following shall be taken into account in determining whether an Ithax Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence arising after the date hereof from or related to (a) general changes in economic conditions in or affecting the United States or any other country, or the global economy generally, (b) engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (c) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries or (d) changes in any applicable Laws; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (a) through (d) may be taken into account in determining whether an Ithax Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has a disproportionate adverse effect on Ithax and its Subsidiaries, taken as a whole, relative to other participants operating in the industries or markets in which Ithax and its Subsidiaries operate.

“Ithax Ordinary Shares” means the Ithax Class A Ordinary Shares and Ithax Class B Ordinary Shares.

“Ithax Preferred Stock” means (a) prior to the Domestication, the preference shares, par value $0.001 each of Ithax and (b) following the Domestication, the shares of preferred stock, of Ithax.

“Ithax Warrant Agreement” means that certain warrant agreement dated January 27, 2021 by and between Ithax and Continental Stock Transfer & Trust Company.

“Ithax Warrants” means the warrants of Ithax contemplated under the Ithax Warrant Agreement.

“knowledge” or “to the knowledge” of a Person means in the case of the Company, Prasad Gundumogula, Raja Venkatesh, Venkat Pasupuleti, Michael Thomas and Dan Figenshu after reasonable investigation of direct reports, and in the case of Ithax, the knowledge of Orestes Fintiklis and Dimitrios Athanasopoulos after reasonable inquiry of direct reports.

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“Lease Documents” means all leases, subleases, licenses, concessions and other agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) pursuant to which the Company or any Subsidiary holds any Leased Real Property.

“Leased Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company or any Subsidiary.

“Lien” means any lien, transfer restriction, security interest, claim, pledge, option, right of first refusal, right of first offer, mortgage, pledge, agreement, limitation on the Company’s or any Company Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever. For clarity, Lien does not include licenses to Intellectual Property.

“Marks” has the meaning set forth in the definition of “Intellectual Property.”

“Open Source Software” means any Software that is licensed pursuant to:  (a) any license that is a license now or in the future approved by the open source initiative and listed at http://www.opensource.org/licenses, which licenses include all versions of the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), and the Sun Industry Standards License (SISL); or (b) any license to Software that is considered “free” or “open source software” by the Open Source Foundation or the Free Software Foundation.

“Permitted Liens” means (a) mechanic’s, materialmen’s, carriers’, repairers’ and other similar statutory Liens arising or incurred in the ordinary course of business for amounts that are not yet delinquent or are being contested in good faith by appropriate proceedings and for which reserves have been established in accordance with GAAP, (b) Liens for Taxes, assessments or other governmental charges not yet due or which are being contested in good faith by appropriate proceedings and for which sufficient reserves have been established in accordance with GAAP, (c) encumbrances and restrictions on real property (including easements, covenants, conditions, rights of way and similar restrictions) that do not prohibit or materially interfere with the Company’s or any of the Company Subsidiaries’ use or occupancy of such real property, (d) zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such real property and which are not violated by the use or occupancy of such real property or the operation of the businesses of the Company and the Company Subsidiaries and do not prohibit or materially interfere with the Company’s and the Company Subsidiaries’ use or occupancy of such real property, (e) cash deposits or cash pledges to secure the payment of workers’ compensation, unemployment insurance, social security benefits or obligations arising under similar Laws, or to secure the performance of public or statutory obligations, surety or appeal bonds, and other obligations of a like nature, in each case in the ordinary course of business and which are not yet due and payable, (f) non-exclusive licenses of non-material Intellectual Property in the ordinary course of business consistent with past practice and (g) other Liens that do not materially and adversely affect the value, use or operation of the asset subject thereto.

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“person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“Personal Information” means any information or data that, alone or in combination with other information held by the Company or the Company Subsidiaries, could be used to identify, or is otherwise associated with an individual person including an individual’s name, address, email address, age, gender, identification number, income or other financial information, family status, citizenship, employment, assets, liabilities, source of funds, payment records, credit information, bank information, customer or account number, personal references and health records and submitted health care claims for reimbursements.

“Privacy/Data Security Laws” means all laws governing the receipt, collection, use, retention, storage, processing, sharing, security, disclosure, transfer or disposal of Personal Information or the security of Company’s Business Systems or Business Data including state breach notification laws, anti-spam laws, laws concerning requirements for website and mobile application privacy policies and practices, and consumer privacy and protection laws.

“Redemption Rights” means the redemption rights provided for in Article 36 of the amended and restated articles of association of Ithax.

“Sanctions” means any applicable laws, regulations, economic or financial sanctions, trade embargoes or restrictive measures imposed, administered, enacted or enforced from time to time by any Sanctions Authority;

“Sanctions Authority” means (i) the United States, (ii) the United Nations Security Council, (iii) the European Union, (iv) any European member state, (v) the United Kingdom or (vi) the respective governmental institutions of any of the foregoing that administer Sanctions, including Her Majesty’s Treasury’s Office of Financial Sanctions Implementation, the Office of Foreign Assets Control of the US Department of the Treasury, or the US Department of State.

“Sanctioned Person” means any person or entity: (i) designated by a Sanctions Authority on any list of persons subject to Sanctions; (ii) that is, or part of, a government of a Sanctioned Territory; (iii) directly or indirectly 50 percent or more owned or controlled by any of the foregoing; or (iv) that is located, organized or residing in any Sanctioned Territory.

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“Sanctioned Territory” means any country or other territory subject to a comprehensive embargo under any Sanctions, which currently include Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine.

“Software” means all computer software (in object code or source code format), data and databases, and related documentation and materials.

“Subsidiary” or “Subsidiaries” of the Company, the Second Surviving Company, Ithax or any other person means an Affiliate controlled by such person, directly or indirectly, through one or more intermediaries.

“Takeover Statute” means any “fair price,” “moratorium,” “interested stockholder,” “control share acquisition,” “business combination” or other anti-takeover Law or similar Law enacted under state or federal Law, including DGCL 262.

“Tax” or “Taxes” shall mean any and all taxes, charges, withholdings, fees, levies, imposts, duties or other charges, in each case in the nature of taxes imposed by any Governmental Authority, including income, net income, gross income, receipts, capital, windfall profit, severance, property (real and personal), production, sales, goods and services, use, business and occupation, license, excise, registration, franchise, employment, payroll (including social security contributions), withholding, alternative or add-on minimum, intangibles, ad valorem, transfer, gains, stamp, customs, duties, estimated, transaction, title, capital, paid-up capital, profits, premium, value added, recording, inventory and merchandise, business privilege, federal highway use, commercial rent or environmental taxes, and any liability or obligations under unclaimed property, escheat, or similar Laws, together with any interest, penalties, fines, additions to tax or additional amounts, whether disputed or not.

“Tax Return” shall mean any return, declaration, form, report, claim, information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Transaction Documents” means this Agreement, including all Schedules and Exhibits hereto, the Company Disclosure Schedule, the Ancillary Agreements, and all other agreements, certificates and instruments executed and delivered by Ithax, Merger Sub I, Merger Sub II or the Company in connection with the Transaction.

“Transactions” the transactions contemplated by this Agreement and the Transaction Documents, including the Mergers, the Domestication and the issuance of Ithax Common Stock.

“Treasury Regulations” means the United States Treasury regulations issued pursuant to the Code.

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“Unpaid Company Expenses” means the Company Expenses that are unpaid as of immediately prior to the Closing.

“Unpaid Ithax Expenses” means the Ithax Expenses that are unpaid as of immediately prior to the Closing.

“WARN Act” means the federal Worker Adjustment and Retraining Notification Act of 1988, 29. U.S.C. § 2101, et seq., and similar applicable state Laws related to plant closings, mass layoffs, and employment losses.

(b)            The following terms have the meaning set forth in the Sections set forth below:

Defined Term	Location of Definition
2021 Balance Sheet	§ 3.07(b)
ACA	§ 3.10(j)
Action	§ 3.09
Agreement	Preamble
Antitrust Laws	§ 6.15(a)
Audited Financial Statements	§ 3.07(a)
Blue Sky Laws	§ 3.05(b)
Cayman Islands Companies Act	Recitals
Claims	§ 5.03
Closing	§ 1.02
Closing Date	§ 1.02
Code	Recitals
Company	Preamble
Company Acquisition Agreement	§ 6.05
Company Board	Recitals
Company Disclosure Schedule	Article III
Company Permits	§ 3.06
Company Related Party	§ 3.22
Company Stockholder Approval	§ 3.18(b)
Company Subsidiary	§ 3.01(a)
Data Security Requirements	§ 3.13(h)
DGCL	Recitals
DLLCA	Recitals
Domestication	Recitals
Earn-Out Agreement	Recitals
Environmental Permits	§ 3.15
ERISA	§ 3.10(a)
ESPP	§ 6.18(b)
Exchange Act	§ 3.05(b)
First Certificate of Merger	§ 1.03(a)
First Effective Time	§ 1.03(a)
Final Ithax Certificate of Incorporation	§ 1.05(b)

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Defined Term	Location of Definition
First Merger	Recitals
First Surviving Company	§ 1.01(a)
First Surviving Company Common Stock	§ 2.01(c)
Foreign Person	§ 4.15
GAAP	§ 3.07(a)
Governmental Authority	§ 3.05(b)
HSR Act	§ 3.05(b)
Intended Tax Treatment	§ 6.09(b)
Interim Ithax Certificate of Incorporation	§ 1.05(a)
Investors	Recitals
IRS	§ 3.10(b)
IRS Notice	§ 6.09(e)
Ithax	Preamble
Ithax Acquisition Agreement	§ 6.13
Ithax Board	Recitals
Ithax Proposals	§ 6.01(a)
Ithax Recommendation	§ 6.02(a)
Ithax Related Party	§ 4.16
Ithax SEC Reports	Article IV
Ithax Sponsor	Recitals
Ithax Shareholders’ Meeting	§ 4.10(a)
Ithax Warrant Conversion	§ 6.12
Law	§ 3.05(a)
Material Contracts	§ 3.16(a)
Mergers	Recitals
Merger Consideration	§ 2.01(a)
Merger Sub I	Preamble
Merger Sub II	Preamble
Merger Sub Governing Documents	§ 4.02
Merger Sub I Units	§ 4.03(a)
Merger Sub II Units	§ 4.03(a)
Mondee, Inc.	§ 3.07(a)
Mondee LLC	Recitals
Non-disclosure Agreement	§ 6.04(b)
Order	§ 7.01(b)
Outside Date	§ 8.01(b)
Party	Preamble
PCAOB Audited Financials	§ 6.16
Plans	§ 3.10(a)
Private Placements	Recitals
Proxy Statement	§ 6.01(a)
Registration Rights Agreement	§ 7.02(f)
Registration Statement	§ 6.01(a)
Reimbursable Expenses	§ 8.03
Representatives	§ 6.04(a)
SEC	Article IV

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Defined Term	Location of Definition
Second Certificate of Merger	§ 1.03(b)
Second Effective Time	§ 1.03(b)
Second Merger	Recitals
Second Surviving Company	§ 1.01(b)
Securities Act	§ 3.03(b)
Sponsor	Recitals
Sponsor Support Agreement	Recitals
Stock Incentive Plan	§ 6.18(a)
Stockholder Support Agreement	Recitals
Subscription Agreements	Recitals
Surviving Company Governing Documents	§ 1.05(d)
Terminating Company Breach	§ 8.01(e)
Terminating Ithax Breach	§ 8.01(f)
Trust Account	§ 4.13
Trust Agreement	§ 1.07
Trust Fund	§ 4.13
Trustee	§ 4.13
Written Consent	§ 3.18(b)

Section 9.04Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

Section 9.05Entire Agreement; Assignment.

This Agreement and the Ancillary Agreements constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede, except as set forth in Sections 6.04(b), all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise). Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.05 shall be null and void ab initio.

Section 9.06              Parties in Interest.

This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than Section 6.07 (which is intended to be for the benefit of the persons covered thereby and may be enforced by such persons).

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Section 9.07Governing Law; Venue.

This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any Party, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the Transactions, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Section 9.08Waiver of Jury Trial.

Each of the Parties hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Action directly or indirectly arising out of, under or in connection with this Agreement or the Transactions. Each of the Parties (a) certifies that no Representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it has been induced to enter into this Agreement and the Transactions, as applicable, by, among other things, the mutual waivers and certifications in this Section 9.08.

Section 9.09Construction.

(a)            The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(b)            Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively (iii) the definitions contained in this agreement are applicable to the other grammatical forms of such terms, (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, (v) the terms “Article,” “Section,” “Schedule,” and “Exhibit” refer to the specified Article, Section, Schedule or Exhibit of or to this Agreement, (vi) the word “including” means “including without limitation,” (vii) the word “or” shall be disjunctive but not exclusive, (viii) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto, (ix) references to “$” or “dollar” or “US$” shall be references to United States dollars and (x) references to any Law shall include all rules and regulations promulgated thereunder and references to any Law shall be construed as including all statutory, legal, and regulatory provisions consolidating, amending or replacing such Law.

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(c)            The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party.

(d)            Wherever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified, and when counting days, the date of commencement will not be included as a full day for purposes of computing any applicable time periods (except as otherwise may be required under any applicable Law). If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, that such action may be deferred until the next Business Day.

(e)            All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(f)            The phrases “provided to,” “furnished to,” “made available,” and phrases of similar import when used herein, unless the context otherwise requires, means that a copy of the information or material referred to has been provided to the Party to which such information or material is to be provided or furnished (i)  in the Virtual Data Room set up by the Company in connection with this Agreement or (ii) by delivery to such Party or its legal counsel via electronic mail or hard copy form, in each case, no later than one (1) day prior to the date hereof.

Section 9.10Counterparts.

This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 9.11Specific Performance.

The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and, accordingly, that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (including the Parties’ obligation to consummate the Mergers) in the Court of Chancery of the State of Delaware or, if that court does not have jurisdiction, any court of the United States located in the State of Delaware without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

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Section 9.12No Recourse.

This Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and none of the Representatives of Ithax (including the Sponsor) or the Company (including directors, officers, employees and shareholders) shall have any liability arising out of or relating to this Agreement or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein.

[Signature Page Follows.]

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IN WITNESS WHEREOF, Ithax, Merger Sub I, Merger Sub II and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

ITHAX ACQUISITION CORP.
By	/s/ Orestes Fintiklis
Name: Orestes Fintiklis
Title: Chief Executive Officer
ITHAX MERGER SUB I, LLC
By	/s/ Orestes Fintiklis
Name: Orestes Fintiklis
Title: President, Secretary and Treasurer
ITHAX MERGER SUB II, LLC
By	/s/ Orestes Fintiklis
Name: Orestes Fintiklis
Title: President, Secretary and Treasurer
MONDEE HOLDINGS II, INC.
By	/s/ Prasad Gundumogula
Name: Prasad Gundumogula
Title: Chief Executive Officer

[Signature Page to Business Combination Agreement]

EXHIBIT A

Form of Amended and Restated Certificate of Incorporation of Ithax

[see attached]

Final Form

CERTIFICATE OF INCORPORATION

OF

Mondee Holdings, Inc.

ARTICLE I

NAME

The name of the corporation is Mondee Holdings, Inc. (the “Corporation”).

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801, and the name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”) as it now exists or may hereafter be amended and supplemented.

ARTICLE IV

AUTHORIZED CAPITAL

The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is [¨]. The total number of shares of Common Stock that the Corporation is authorized to issue is [¨], having a par value of $0.0001 per share, and the total number of shares of Preferred Stock that the Corporation is authorized to issue is [¨], having a par value of $0.0001 per share. The Common Stock will constitute of two classes: (i) [¨] shares of Class A Common Stock and (ii) [¨] shares of Class C Common Stock. Class A Common Stock and Class C Common Stock will parri passu in all respects, except that Class C Common Stock will not entitle the record holder thereof to any voting powers except as required by law.

ARTICLE V

CAPITAL STOCK

The designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation are as follows:

A. COMMON STOCK.

1.      General.      The voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights, powers and preferences of any series of Preferred Stock as may be designated by the Board of Directors of the Corporation (the “Board of Directors”) and outstanding from time to time.

2.      Voting.      Except as otherwise provided herein or expressly required by law, each holder of Common Stock, as such, shall be entitled to vote on each matter submitted to a vote of stockholders and shall be entitled to one vote for each share of Class A Common Stock held of record by such holder as of the record date for determining stockholders entitled to vote on such matter, including the election or removal of directors. Except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Certificate of Designation (as defined below)) that relates solely to the rights, powers, preferences (or the qualifications, limitations or restrictions thereof) or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Certificate of Designation) or pursuant to the DGCL. Except as otherwise required by law, shares of Class C Common Stock will not entitle the record holder thereof to any voting powers.

Subject to the rights of any holders of any outstanding series of Preferred Stock, the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any Common Stock or the Preferred Stock voting separately as a class shall be required therefor, unless a vote of any such holder is expressly required pursuant to this Certificate of Incorporation (including any Certificate of Designation).

3.            Dividends and Distributions. Subject to applicable law and the rights and preferences of any holders of any outstanding series of Preferred Stock, dividends and distributions may be declared and paid ratably on the Common Stock out of the assets of the Corporation that are legally available for this purpose at such times and in such amounts as the Board of Directors in its discretion shall determine.

4.            Liquidation, Dissolution or Winding Up. Subject to applicable law and the rights and preferences of any holders of any shares of any outstanding series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and subject to the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the distribution of assets of the Corporation upon such dissolution, liquidation or winding up of the Corporation, the holders of Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares of Common Stock held by each such holder.

5.            Transfer Rights. Subject to applicable law and the transfer restrictions set forth in [Article VII of the bylaws] of the Corporation (as such Bylaws may be amended from time to time, the “Bylaws”), shares of Common Stock and the rights and obligations associated therewith shall be fully transferable to any transferee.

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B. PREFERRED STOCK

Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series to have such terms as stated or expressed herein, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation).

The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

ARTICLE VI

BOARD OF DIRECTORS

For the management of the business and for the conduct of the affairs of the Corporation it is further provided that:

A.            The directors of the Corporation shall be classified with respect to the time for which they severally hold office into three classes, designated as Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one third of the total number of directors constituting the whole Board. The initial Class I directors shall serve for a term expiring at the first annual meeting of the stockholders following the filing and effectiveness of this Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”); the initial Class II directors shall serve for a term expiring at the second annual meeting of the stockholders following the Effective Time; and the initial Class III directors shall serve for a term expiring at the third annual meeting following the Effective Time. At each succeeding annual meeting of stockholders of the Corporation beginning with the first annual meeting of stockholders following the Effective Time, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal in accordance with this Certificate of Incorporation.

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B.            Except as otherwise expressly provided by the DGCL or this Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors that shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of Directors in accordance with the Bylaws. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director.

C.            Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the Board of Directors or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote at an election of directors.

D.            Except as otherwise provided by law and subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, any vacancies on the Board of Directors resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director (other than any directors elected by the separate vote of one or more outstanding series of Preferred Stock), and shall not be filled by the stockholders. Any director appointed in accordance with the preceding sentence shall hold office until the expiration of the term of the class to which such director shall have been appointed or until his or her earlier death, resignation, retirement, disqualification, or removal. There shall be no limit on the number of terms a director may serve on the Board of Directors.

E.            Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal and other features of such directorships shall be governed by the terms of this Certificate of Incorporation (including any Certificate of Designation). Notwithstanding anything to the contrary in this Article VI, the number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to paragraph B of this Article VI, and the total number of directors constituting the whole Board of Directors shall be automatically adjusted accordingly. Except as otherwise provided in the Certificate of Designation(s) in respect of one or more series of Preferred Stock, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such Certificate of Designation(s), the terms of office of all such additional directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

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F.            In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws, subject to the power of the stockholders of the Corporation entitled to vote with respect thereto to adopt, amend or repeal the Bylaws in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. The stockholders of the Corporation shall also have the power to adopt, amend or repeal the Bylaws; provided, that in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by this Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock) or the Bylaws of the Corporation, the adoption, amendment or repeal of the Bylaws of the Corporation by the stockholders of the Corporation shall require the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote generally in an election of directors; provided, further, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board of Directors that would have been valid if such Bylaws had not been adopted.

G. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

ARTICLE VII

MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT

A.            Any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of the stockholders of the Corporation, and shall not be taken by written consent in lieu of a meeting. Notwithstanding the foregoing, any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant series of Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with the applicable provisions of the DGCL.

B.            Subject to the special rights of the holders of one or more series of Preferred Stock, and to the requirements of applicable law, special meetings of the stockholders of the Corporation may be called for any purpose or purposes, at any time only by or at the direction of the majority of the Board of Directors, the Chairperson of the Board of Directors, the Chief Executive Officer or President, in each case, in accordance with the Bylaws, and shall not be called by any other person or persons. Any such special meeting so called may be postponed, rescheduled or cancelled by the Board of Directors or other person calling the meeting.

C.            Advance notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes identified in the notice of meeting.

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ARTICLE VIII

LIMITATION OF DIRECTOR LIABILITY

No director of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Any amendment, repeal or modification of this Article VII, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VII, shall not adversely affect any right or protection of a director of the Corporation with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption. If the DGCL is amended after approval by the stockholders of this Article VII to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

ARTICLE IX

BUSINESS COMBINATION

The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL. Notwithstanding the foregoing, the Corporation shall not engage in any business combination, at any point in time at which the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act of 1934, as amended (the “Exchange Act”), with any interested stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:

A.            Prior to such time, the Board approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; or

B.             Upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

C.             At or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Corporation that is not owned by the interested stockholder; or

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D.            The stockholder became an interested stockholder inadvertently and (i) as soon as practicable divested itself of ownership of sufficient shares so that the stockholder ceased to be an interested stockholder and (ii) was not, at any time within the three-year period immediately prior to a business combination between the Corporation and such stockholder, an interested stockholder but for the inadvertent acquisition of ownership.

E.             For purposes of this Article IX:

(i) “interested stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (a) is the owner of 15% or more of the outstanding voting stock of the Corporation, (b) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder or (c) the affiliates and associates of any such person described in clauses (a) and (b); provided, however, that “interested stockholder” shall not include any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation; provided, that such person shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of (x) further corporate action not caused, directly or indirectly, by such person or (y) an acquisition of a de minimis number of such additional shares. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise;

(ii) “business combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means:

(a) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (A) with the interested stockholder, or (B) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation, Article IX is not applicable to the surviving entity;

(b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority- owned subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;

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(c) any transaction that results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (B) pursuant to a merger under Section 251(g) of the DGCL; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (D) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (E) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (C)-(E) of this subsection (c) shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments);

(d) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation that has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary that is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; and

(e) any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (a)-(d) above) provided by or through the Corporation or any direct or indirect majority- owned subsidiary.

ARTICLE X

INDEMNIFICATION

A.            The Corporation shall, to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including, without limitation, attorneys’ fees and disbursements and ERISA excise taxes), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any Proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any Proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

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B.            The Corporation shall, to the fullest extent permitted by the DGCL, indemnify and hold harmless any person who was or is a party or is threatened to be made a party to or is otherwise involved in any Proceeding by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or employee benefit plan, against reasonable and documented out-of-pocket expenses (including, without limitation, attorneys’ fees and disbursements, judgments, fines, ERISA excise taxes, damages, claims and penalties and amounts paid in settlement) actually and reasonably incurred by such person in connection with such Proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any Proceeding as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

C.            Expenses (including attorneys’ fees) incurred by a director or officer in defending any Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article X. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

D.            The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under this Certificate of Incorporation, the Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in this Article X shall be made to the fullest extent permitted by law.

E.            Any repeal or modification of this Article X by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee or agent of the Corporation (collectively, the “Covered Persons”) existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

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F.            Notwithstanding that a Covered Person may have certain rights to indemnification, advancement of expenses or insurance provided by other persons (collectively, the “Other Indemnitors”), with respect to the rights to indemnification, advancement of expenses or insurance set forth herein, the Corporation: (i) shall be the indemnitor of first resort (i.e., its obligations to Covered Persons are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Covered Persons are secondary); and (ii) shall be required to advance the full amount of expenses incurred by Covered Persons and shall be liable for the full amount of all liabilities, without regard to any rights Covered Persons may have against any of the Other Indemnitors. No advancement or payment by the Other Indemnitors on behalf of Covered Persons with respect to any claim for which Covered Persons have sought indemnification from the Corporation shall affect the immediately preceding sentence, and the Other Indemnitors shall have a right of contribution or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Covered Persons against the Corporation. Notwithstanding anything to the contrary herein, the obligations of the Corporation under this Article X shall only apply to Covered Persons in their capacity as Covered Persons.

ARTICLE XI

COMPETITION AND CORPORATE OPPORTUNITIES

A.            In recognition and anticipation that (a) certain directors, principals, officers, employees or other representatives of an Exempted Person (as defined below) and its Affiliates (as defined below) may serve as directors, officers or agents of the Corporation, (b) an Exempted Person and its Affiliates, including (i) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (ii) any of its limited partners, non-managing members or other similar direct or indirect investors may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (c) members of the Board of Directors who are not employees of the Corporation (“Non-Employee Directors”) and their respective Affiliates, including (i) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (ii) any of their respective limited partners, non-managing members or other similar direct or indirect investors may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article XI are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve any Exempted Person, Non-Employee Director or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.

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B.            Neither (i) any Exempted Person nor (ii) any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) or his or her Affiliates (other than the Corporation, any of its subsidiaries or their respective officers or employees) (the Persons (as defined below) identified in (i) and (ii) above being referred to, collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any fiduciary duty to refrain from directly or indirectly (A) engaging in and possessing interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business in which the Corporation or any of its subsidiaries now engages or proposes to engage or (B) competing with the Corporation or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person (other than the Corporation or any of its subsidiaries), and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted from time to time by the laws of the State of Delaware, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section C of Article XI. Subject to Section C of Article XI, in the event that any Identified Person acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for itself, herself or himself, or any of its or his or her Affiliates, and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty (fiduciary, contractual or otherwise) to communicate or present such transaction or matter to the Corporation or any of its subsidiaries, as the case may be and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any subsidiary of the Corporation for breach of any duty (fiduciary, contractual or otherwise) as a stockholder or director of the Corporation by reason of the fact that such Identified Person, directly or indirectly, pursues or acquires such opportunity for itself, herself or himself, directs such opportunity to another Person or does not present such opportunity to the Corporation or any of its subsidiaries (or its Affiliates).

C.            The Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Corporation) if such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Corporation, and the provisions of Section B of this Article XI shall not apply to any such corporate opportunity.

D.            In addition to and notwithstanding the foregoing provisions of this Article XII, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (a) the Corporation is neither financially or legally able, nor contractually permitted to undertake, (b) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (c) is one in which the Corporation has no interest or reasonable expectancy.

E.            For purposes of this Article XI, (i) “Affiliate” means (a) in respect of an Exempted Person, any Person that, directly or indirectly, is controlled by such Exempted Person, controls such Exempted Person or is under common control with such Exempted Person and shall include any principal, member, director, partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation), (b) in respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (c) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation; (ii) “Exempted Person” means (a) Fly OCP LLC, Morgan Stanley and each of their respective Affiliates; and (iii) “Person” means any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or any other entity.

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F.             To the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XI.

ARTICLE XII

EXCLUSIVE FORUM

A.            Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court declines or does not have jurisdiction, the federal district court for the District of Delaware or, in the event that the federal district court for the District of Delaware does not have jurisdiction, other state courts of the State of Delaware) and any appellate court thereof shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or the Bylaws or this Certificate of Incorporation (as either may be amended from time to time), (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (v) any action, suit or proceeding asserting a claim against the Corporation or any current or former director, officer or stockholder governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

B.             Notwithstanding the foregoing, the provisions of this Article XII(A) shall not apply to suits brought to enforce any liability or duty created by the Securities Act of 1993, as amended (the “Securities Act”), the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the Exchange Act.

C.             Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article XII.

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ARTICLE XIII

MISCELLANEOUS

A.            The Corporation reserves the right at any time and from time to time to amend, alter, change, add or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL; and notwithstanding anything contained in this Certificate of Incorporation or the Bylaws to the contrary, in addition to any vote required by applicable law, prior to the [seventh (7^th)] anniversary of the Effective Time, the following provisions in this Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66 2/3% of the total voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: Article V(B) [Preferred Stock], Article VI [Board of Directors], Article VII [Meeting of Stockholders; Action by Written Consent], Article VII [Limitation of Director Liability], Article IX [Business Combination], Article X [Indemnification], Article XI [Competition and Corporate Opportunities], Article XII [Forum Selection], and this Article XIII [Miscellaneous].

B.            If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby and (ii) to the fullest extent permitted by applicable law, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Incorporation to be executed by its duly authorized officer as this ______ day of ____________, 2021.

[¨]

By:

Name:

Title:

14

EXHIBIT B

Form of Amended and Restated Bylaws of Ithax

Final Form

Bylaws

of

Mondee Holdings, Inc.

(a Delaware corporation)

Table of Contents

		Page
Article I - Corporate Offices		1
Section 1.1	Registered Office	1
Section 1.2	Other Offices	1
Article II - Meetings of Stockholders		1
Section 2.1	Place of Meetings	1
Section 2.2	Annual Meeting	1
Section 2.3	Special Meeting	1
Section 2.4	Notice of Business to be Brought before a Meeting	2
Section 2.5	Notice of Nominations for Election to the Board of Directors	5
Section 2.6	Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors	7
Section 2.7	Notice of Stockholders’ Meetings	8
Section 2.8	Quorum	9
Section 2.9	Adjourned Meeting; Notice	9
Section 2.10	Conduct of Business	9
Section 2.11	Voting	10
Section 2.12	Record Date for Stockholder Meetings and Other Purposes	10
Section 2.13	Proxies	11
Section 2.14	List of Stockholders Entitled to Vote	11
Section 2.15	Inspectors of Election	12
Section 2.16	Delivery to the Corporation	12
Article III - Directors		12
Section 3.1	Powers	12
Section 3.2	Number of Directors	13
Section 3.3	Election, Qualification and Term of Office of Directors	13
Section 3.4	Resignation and Vacancies	13
Section 3.5	Place of Meetings; Meetings by Telephone	13
Section 3.6	Regular Meetings	13
Section 3.7	Special Meetings; Notice	14
Section 3.8	Quorum	14
Section 3.9	Board Action without a Meeting	14
Section 3.10	Fees and Compensation of Directors	15
Article IV - Committees		15
Section 4.1	Committees of Directors	15
Section 4.2	Meetings and Actions of Committees	15
Section 4.3	Subcommittees	16
Article V - Officers		16
Section 5.1	Officers	16
Section 5.2	Appointment of Officers	16
Section 5.3	Subordinate Officers	16

 i

TABLE OF CONTENTS

(continued)

		Page
Section 5.4	Removal and Resignation of Officers	16
Section 5.5	Vacancies in Offices	16
Section 5.6	Representation of Shares of Other Corporations	17
Section 5.7	Authority and Duties of Officers	17
Section 5.8	Compensation.	17
Article VI - Records		17
Article VII - General Matters		17
Section 7.1	Execution of Corporate Contracts and Instruments	17
Section 7.2	Stock Certificates	18
Section 7.3	Special Designation of Certificates	18
Section 7.4	Lost Certificates	18
Section 7.5	Shares Without Certificates	18
Section 7.6	Construction; Definitions	19
Section 7.7	Dividends	19
Section 7.8	Fiscal Year	19
Section 7.9	Seal	19
Section 7.10	Transfer of Stock	19
Section 7.11	Stock Transfer Agreements	19
Section 7.12	Registered Stockholders	19
Section 7.13	Waiver of Notice	20
Article VIII - Notice		20
Section 8.1	Delivery of Notice; Notice by Electronic Transmission	20
Article IX - Indemnification		21
Section 9.1	Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation	21
Section 9.2	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	21
Section 9.3	Authorization of Indemnification	22
Section 9.4	Expenses Payable in Advance	22
Section 9.5	Nonexclusivity of Indemnification and Advancement of Expenses	22
Section 9.6	Insurance	23
Section 9.7	Certain Definitions	23
Section 9.8	Survival of Indemnification and Advancement of Expenses	23
Section 9.9	Limitation on Indemnification	23
Section 9.10	Indemnification of Employees and Agents	24
Section 9.11	Primacy of Indemnification	24
Section 9.12	Amendments	24
Article X - Amendments		24
Article XI - Definitions		24

 ii

Bylaws

of

Mondee Holdings, Inc.

Article I - Corporate Offices

Section 1.1           Registered Office.

The address of the registered office of Mondee Holdings, Inc. (the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”).

Section 1.2           Other Offices.

The Corporation may have additional offices at any place or places, within or outside the State of Delaware, as the Corporation’s board of directors (the “Board”) may from time to time establish or as the business of the Corporation may require.

Article II - Meetings of Stockholders

Section 2.1           Place of Meetings.

Meetings of stockholders shall be held at any place within or outside the State of Delaware, designated from time to time by the Board and stated in the notice of the meeting. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office.

Section 2.2           Annual Meeting.

The Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business properly brought before the meeting in accordance with Section 2.4 of these bylaws may be transacted. The Board may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders.

Section 2.3           Special Meeting.

Special meetings of the stockholders may be called, postponed, rescheduled or cancelled only by such persons and only in such manner as set forth in the Certificate of Incorporation.

No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting.

Section 2.4            Notice of Business to be Brought before a Meeting.

(i)           At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the Board or the Chairperson of the Board or (c) otherwise properly brought before the meeting by a stockholder present in person who (1) (A) was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 2.4 in all applicable respects or (2) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”). The foregoing clause (c) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. For purposes of this Section 2.4, “present in person” shall mean that the stockholder proposing that the business be brought before the annual meeting of the Corporation, or, if the proposing stockholder is not an individual, a qualified representative of such proposing stockholder, appear at such annual meeting. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Stockholders seeking to nominate persons for election to the Board must comply with Section 2.5 and Section 2.6 and this Section 2.4 shall not be applicable to nominations except as expressly provided in Section 2.5 and Section 2.6.

(ii)           Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (a) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (b) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.4. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting (which, in the case of the first annual meeting of stockholders following the Effective Time (as defined in the Corporation’s Certification of Incorporation), the date of the preceding year’s annual meeting shall be deemed to be [●]); provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such annual meeting was first made by the Corporation (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of Timely Notice as described above.

(iii)          To be in proper form for purposes of this Section 2.4, a stockholder’s notice to the Secretary shall set forth:

(a)            As to each Proposing Person (as defined below), (1) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records); and (2) the class or series and number of shares of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses (1) and (2) are referred to as “Stockholder Information”);

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(b)            As to each Proposing Person, (1) the full notional amount of any securities that, directly or indirectly, underlie any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”) and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of shares of the Corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer, (2) any rights to dividends on the shares of any class or series of shares of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (3) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (4) any other material relationship between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation, on the other hand, (5) any direct or indirect material interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (6) a representation that such Proposing Person intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies from stockholders in support of such proposal and (7) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (1) through (7) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner; and

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(c)            As to each item of business that the stockholder proposes to bring before the annual meeting, (1) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (2) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws of the Corporation, the language of the proposed amendment), (3) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other record or beneficial holder(s) or persons(s) who have a right to acquire beneficial ownership at any time in the future of the shares of any class or series of the Corporation or any other person or entity (including their names) in connection with the proposal of such business by such stockholder; and (4) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures required by this paragraph (c) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner.

For purposes of this Section 2.4, the term “Proposing Person” shall mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.

(iv)          A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business or resolutions proposed to be brought before a meeting of the stockholders.

(v)           Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the meeting in accordance with this Section 2.4. The Board or chairperson of the meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.4, if the Proposing Person (or a qualified representative of the Proposing Person) does not appear at the annual meeting to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter may have been received by the Corporation.

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(vi)          This Section 2.4 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other than any proposal made in accordance with Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement. In addition to the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(vii)         For purposes of these bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service, in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act or by such other means as is reasonably designed to inform the public or securityholders of the Corporation in general of such information including, without limitation, posting on the Corporation’s investor relations website.

Section 2.5            Notice of Nominations for Election to the Board of Directors.

(i)            Subject in all respects to the provisions of the Certificate of Incorporation, nominations of any person for election to the Board at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (x) by or at the direction of the Board, including by any committee or persons authorized to do so by the Board or these bylaws, or (y) by a stockholder present in person (A) who was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 2.5 and Section 2.6 as to such notice and nomination. For purposes of this Section 2.5, “present in person” shall mean that the stockholder proposing that the business be brought before the meeting of the Corporation, or a qualified representative of such stockholder, appear at such meeting. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors, the foregoing clause (y) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting or special meeting.

(ii)           Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting, the stockholder must (a) provide Timely Notice (as defined in Section 2.4) thereof in writing and in proper form to the Secretary of the Corporation, (b) provide the information, agreements and questionnaires with respect to such stockholder and its candidate for nomination as required to be set forth by this Section 2.5 and Section 2.6 and (c) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5 and Section 2.6.

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(iii)          Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling a special meeting in accordance with the Certificate of Incorporation, then for a stockholder to make any nomination of a person or persons for election to the Board at a special meeting, the stockholder must (a) provide timely notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, (b) provide the information with respect to such stockholder and its candidate for nomination as required by this Section 2.5 and Section 2.6 and (c) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. To be timely, a stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than the 90th day prior to such special meeting or, if later, the 10th day following the day on which public disclosure (as defined in Section 2.4) of the date of such special meeting was first made.

(iv)          In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(v)           In no event may a Nominating Person provide Timely Notice with respect to a greater number of director candidates than are subject to election by shareholders at the applicable meeting. If the Corporation shall, subsequent to such notice, increase the number of directors subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (a) the conclusion of the time period for Timely Notice, (b) the date set forth in Section 2.5(ii)(b), or (c) the tenth day following the date of public disclosure (as defined in Section 2.4) of such increase.

(vi)          To be in proper form for purposes of this Section 2.5, a stockholder’s notice to the Secretary shall set forth:

(a)            As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(iii)(a), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(iii)(a));

(b)            As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(iii)(b), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(iii)(b) and the disclosure with respect to the business to be brought before the meeting in Section 2.4(iii)(b) shall be made with respect to the election of directors at the meeting); and

(c)            As to each candidate whom a Nominating Person proposes to nominate for election as a director, (1) all information with respect to such candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 and Section 2.6 if such candidate for nomination were a Nominating Person, (2) all information relating to such candidate for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (3) a description of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or his or her respective associates or any other participants in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (1) through (3) are referred to as “Nominee Information”), and (4) a completed and signed questionnaire, representation and agreement as provided in Section 2.6(i).

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(vii)         For purposes of this Section 2.5, the term “Nominating Person” shall mean (a) the stockholder providing the notice of the nomination proposed to be made at the meeting, (b) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, and (c) any other participant in such solicitation.

(viii)        A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new nomination.

(ix)           In addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

Section 2.6            Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors.

(i)            To be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be nominated in the manner prescribed in Section 2.5 and the candidate for nomination, whether nominated by the Board or by a stockholder of record, must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on behalf of the Board), to the Secretary at the principal executive offices of the Corporation, (a) a completed written questionnaire (in a form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence of such proposed nominee, and such additional information with respect to such proposed nominee as would be required to be provided by the Corporation pursuant to Schedule 14A if such proposed nominee were a participant in the solicitation of proxies by the Corporation in connection with such annual or special meeting and (b) a written representation and agreement (in form provided by the Corporation) that such candidate for nomination (1) is not and, if elected as a director during his or her term of office, will not become a party to (A) any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) or (B) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (2) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed therein or to the Corporation, (3) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to directors and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect), (4) if elected as director of the Corporation, intends to serve the entire term until the next meeting at which such candidate would face re-election and (5) consents to being named as a nominee in the Corporation’s proxy statement pursuant to Rule 14a-4(d) under the Exchange Act and any associated proxy card of the Corporation and agrees to serve if elected as a director.

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(ii)           The Board may also require any proposed candidate for nomination as a Director to furnish such other information as may reasonably be requested by the Board in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon in order for the Board to determine the eligibility of such candidate for nomination to be an independent director of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines.

(iii)          No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating Person seeking to place such candidate’s name in nomination has complied with Section 2.5 and this Section 2.6, as applicable. The Board or chairperson of the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with Section 2.5 and this Section 2.6, and if he or she should so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect. Notwithstanding the foregoing provisions of Section 2.5, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation.

(iv)          Notwithstanding anything in these bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation unless validly nominated and elected in accordance with Section 2.5 and this Section 2.6.

Section 2.7             Notice of Stockholders’ Meetings.

Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in accordance with Section 8.1 of these bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and time of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, and the business transacted at such meeting shall be limited to the matters so stated in the notice of meeting (or any supplement thereto). If such notice is for a stockholders meeting other than an annual meeting, it shall in addition state the purpose or purposes for which the meeting is called, and the business transacted at such meeting shall be limited to the matters so stated in the Corporation’s notice of meeting (or any supplement thereto). Any meeting of stockholders as to which notice has been given may be postponed, and any meeting of stockholders as to which notice has been given may be cancelled, by the Board upon public announcement given before the date previously scheduled for such meeting.

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Section 2.8      Quorum.

Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to recess the meeting or adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented. At any recessed or adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

Section 2.9      Adjourned Meeting; Notice.

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If, after the adjournment, a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such meeting as of the record date so fixed for notice of such adjourned meeting.

Section 2.10      Conduct of Business.

The chairperson of each annual and special meeting shall be the Chairperson of the Board or, in the absence (or inability or refusal to act) of the Chairperson of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the President or if the President is not a director, such other person as shall be appointed by the Board. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairperson of the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board, the chairperson of the meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess or adjourn the meeting, to prescribe such rules, regulations and procedures (which need not be in writing) and to do all such acts as, in the judgment of the chairperson of the meeting, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present (including, without limitation, rules and procedures for removal of disruptive persons from the meeting); (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairperson of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairperson of the meeting may appoint any person to act as secretary of the meeting.

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Section 2.11    Voting.

Except as may be otherwise provided in the Certificate of Incorporation, these bylaws or the DGCL, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

Except as otherwise provided by the Certificate of Incorporation and subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, at all duly called or convened meetings of stockholders at which a quorum is present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise provided by the Certificate of Incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, each other matter presented to the stockholders at a duly called or convened meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter.

Section 2.12    Record Date for Stockholder Meetings and Other Purposes.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than 60 days nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

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In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, or for the purposes of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 2.13    Proxies.

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. Proxies need not be filed with the Secretary until the meeting is called to order, but shall be filed with the Secretary before being voted. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, either of the following shall constitute a valid means by which a stockholder may grant such authority.

Section 2.14    List of Stockholders Entitled to Vote.

The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.14 or to vote in person or by proxy at any meeting of stockholders.

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Section 2.15    Inspectors of Election.

Before any meeting of stockholders, the Corporation may and shall if required by law, appoint an inspector or inspectors of election to act at the meeting or its adjournment and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the person presiding over the meeting shall appoint a person to fill that vacancy.

Such inspectors shall:

(i)        determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity of any proxies and ballots;

(ii)        count all votes or ballots;

(iii)       count and tabulate all votes;

(iv)      determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and

(v)       certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots.

Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspection with strict impartiality and according to the best of such inspector’s ability. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing their duties as they determine. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Section 2.16    Delivery to the Corporation.

Whenever this Article II requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), such document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered.

Article III - Directors

Section 3.1      Powers.

Except as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

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Section 3.2      Number of Directors.

Subject to the Certificate of Incorporation or any certificate of designation with respect to any series of Preferred Stock, the total number of directors constituting the Board shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 3.3      Election, Qualification and Term of Office of Directors.

Except as provided in Section 3.4 of these bylaws, and subject to the Certificate of Incorporation, each director, including a director elected to fill a vacancy or newly created directorship, shall hold office until the expiration of the term of the class, if any, for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification or removal in accordance with the Certificate of Incorporation. Directors need not be stockholders. The Certificate of Incorporation or these bylaws may prescribe qualifications for directors.

Section 3.4      Resignation and Vacancies.

Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. The resignation shall take effect at the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in Section 3.3.

Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification or removal of any director, and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

Section 3.5      Place of Meetings; Meetings by Telephone.

The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall constitute presence in person at the meeting.

Section 3.6      Regular Meetings.

Regular meetings of the Board may be held within or outside the State of Delaware and at such time and at such place as which has been designated by the Board and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system or other system designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other means of electronic transmission. No further notice shall be required for regular meetings of the Board.

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Section 3.7      Special Meetings; Notice.

Special meetings of the Board for any purpose or purposes may be held within or outside the State of Delaware and called at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the Secretary or a majority of the total number of directors constituting the Board.

Notice of the time and place of special meetings shall be:

(i)        delivered personally by hand, by courier or by telephone;

(ii)       sent by United States first-class mail, postage prepaid;

(iii)      sent by facsimile or electronic mail; or

(iv)      sent by other means of electronic transmission,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, or other address for electronic transmission, as the case may be, as shown on the Corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or electronic mail, or (iii) sent by other means of electronic transmission, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting, provided that in the case of notices delivered pursuant to subsections (i) and (ii), a copy of such notice is also sent by electronic mail or other means of electronic transmission. If the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least four days before the time of the holding of the meeting. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting.

Section 3.8      Quorum.

At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Section 3.9      Board Action without a Meeting.

Unless otherwise restricted by law, the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, unanimously consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the Board, or the committee thereof, in the same paper or electronic form as the minutes are maintained. Such action by written consent or consent by electronic transmission shall have the same force and effect as a unanimous vote of the Board.

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Section 3.10    Fees and Compensation of Directors.

Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

Article IV - Committees

Section 4.1      Committees of Directors.

The Board may designate one or more committees, each committee to consist, of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.

Section 4.2      Meetings and Actions of Committees.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i)        Section 3.5 (place of meetings; meetings by telephone);

(ii)       Section 3.6 (regular meetings);

(iii)      Section 3.7 (special meetings; notice);

(iv)      Section 3.9 (board action without a meeting); and

(v)       Section 7.13 (waiver of notice),

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i)         the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(ii)        special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and

(iii)     the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.2, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.

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Section 4.3      Subcommittees.

Unless otherwise provided in the Certificate of Incorporation, these bylaws, the resolutions of the Board designating the committee or the charter of such committee adopted by the Board, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

Article V - Officers

Section 5.1      Officers.

The officers of the Corporation shall include a Chief Executive Officer, a President, a Chief Financial Officer and a Secretary. The Corporation may also have, at the discretion of the Board, a Chairperson of the Board, a Treasurer, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person. No officer need be a stockholder or director of the Corporation.

Section 5.2      Appointment of Officers.

The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws.

Section 5.3      Subordinate Officers.

The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

Section 5.4      Removal and Resignation of Officers.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Section 5.5      Vacancies in Offices.

Any vacancy occurring in any office of the Corporation shall be filled as provided in Section 5.2 or Section 5.3, as applicable.

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Section 5.6      Representation of Shares of Other Corporations.

The Chairperson of the Board, the Chief Executive Officer or the President of this Corporation, or any other person authorized by the Board, the Chief Executive Officer or the President, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares or voting securities of any other corporation or other person standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

Section 5.7      Authority and Duties of Officers.

All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

Section 5.8      Compensation.

The compensation of the officers of the Corporation for their services as such shall be fixed from time to time by or at the direction of the Board. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.

Article VI - Records

A stock ledger consisting of one or more records in which the names of all of the Corporation’s stockholders of record, the address and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded in accordance with Section 224 of the DGCL shall be administered by or on behalf of the Corporation. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156, 159, 217(a) and 218 of the DGCL, and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code as adopted in the State of Delaware.

Article VII - General Matters

Section 7.1      Execution of Corporate Contracts and Instruments.

The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances.

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Section 7.2      Stock Certificates.

The shares of the Corporation shall be represented by certificates, provided that the Board by resolution may provide that some or all of the shares of any class or series of stock of the Corporation shall be uncertificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two officers authorized to sign stock certificates representing the number of shares registered in certificate form. The Chairperson or Vice Chairperson of the Board, Chief Executive Officer, the President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Corporation shall (in each case) be specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

Section 7.3      Special Designation of Certificates.

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights shall be set forth in full or summarized on the face or on the back of the certificate that the Corporation shall issue to represent such class or series of stock (or, in the case of uncertificated shares, set forth in a notice provided pursuant to Section 151 of the DGCL); provided, however, that except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face of back of the certificate that the Corporation shall issue to represent such class or series of stock (or, in the case of any uncertificated shares, included in the aforementioned notice) a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights.

Section 7.4      Lost Certificates.

Except as provided in this Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may, in addition to any other requirements as may be imposed by the Corporation, require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 7.5      Shares Without Certificates.

The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.

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Section 7.6      Construction; Definitions.

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural and the plural number includes the singular.

Section 7.7      Dividends.

The Board, subject to any restrictions contained in either (i) the DGCL or (ii) the Certificate of Incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.

The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.

Section 7.8      Fiscal Year.

The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.

Section 7.9      Seal.

The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 7.10    Transfer of Stock.

Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred.

Section 7.11    Stock Transfer Agreements.

The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL or other applicable law.

Section 7.12    Registered Stockholders.

The Corporation:

(i)        shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner; and

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(ii)       shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

Section 7.13      Waiver of Notice.

Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these bylaws.

Article VIII - Notice

Section 8.1      Delivery of Notice; Notice by Electronic Transmission.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provisions of the DGCL, the Certificate of Incorporation, or these bylaws may be given in writing directed to the stockholder’s mailing address (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears on the records of the Corporation and shall be given (i) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, (ii) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address or (iii) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice or electronic transmission to the Corporation. Notwithstanding the provisions of this paragraph, the Corporation may give a notice by electronic mail in accordance with the first paragraph of this section without obtaining the consent required by this paragraph.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i)         if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

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(ii)        if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (a) such posting and (b) the giving of such separate notice; and

(iii)       if by any other form of electronic transmission, when directed to the stockholder.

Notwithstanding the foregoing, a notice may not be given by an electronic transmission from and after the time that (1) the Corporation is unable to deliver by such electronic transmission two consecutive notices given by the Corporation and (2) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice, provided, however, the inadvertent failure to discover such inability shall not invalidate any meeting or other action.

An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Article IX - Indemnification

Section 9.1      Power to Indemnify in Actions.

The Corporation shall, to the fullest extent permitted by the DGCL, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful, in each case as set forth in the Certificate of Incorporation. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 9.2      Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation.

The Corporation shall, to the fullest extent permitted by the DGCL, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against reasonable and documented out-of-pocket expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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Section 9.3      Authorization of Indemnification.

Any indemnification under this Article IX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Section 9.4      Expenses Payable in Advance.

Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article IX. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 9.5      Nonexclusivity of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 9.1 or 9.2 shall be made to the fullest extent permitted by law. The provisions of this Article IX shall not be deemed to preclude the indemnification of any person who is not specified in Section 9.1 or Section 9.2 but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise and the rights of directors, officers and other persons to indemnification and advancement of expenses shall be as provided in the Certificate of Incorporation, any Bylaw or any separate indemnification agreement between the Corporation and any such director, officer or other person.

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Section 9.6      Insurance.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article IX.

Section 9.7      Certain Definitions.

For purposes of this Article IX, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article IX shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article IX, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article IX.

Section 9.8      Survival of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 9.9      Limitation on Indemnification.

Notwithstanding anything contained in this Article IX to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 9.5), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of the Corporation.

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Section 9.10    Indemnification of Employees and Agents.

The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article IX to directors and officers of the Corporation.

Section 9.11    Amendments. Any repeal or amendment of this Article IX by the Board or the stockholders of the Corporation or by changes in applicable law, or the adoption of any other provision of these bylaws inconsistent with this Article IX, will, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide broader indemnification rights to Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision; provided, however, that amendments or repeals of this Article VIII shall require the affirmative vote of the stockholders holding at least 66.7% of the voting power of all outstanding shares of capital stock of the Corporation.

Section 9.15    Contract Rights. The rights provided to Covered Persons pursuant to this Article IX shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the Covered Person’s heirs, executors and administrators.

Section 9.16    Severability. If any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article IX shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article IX (including, without limitation, each such portion of this Article IX containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Article X - Amendments

The Board is expressly empowered to adopt, amend or repeal the bylaws of the Corporation. The stockholders also shall have power to adopt, amend or repeal the bylaws of the Corporation; provided, however, that prior to the [seventh (7^th)] anniversary of the Effective Time (as defined in the Certificate of Incorporation), such action by stockholders shall require, in addition to any other vote required by the Certificate of Incorporation or applicable law, the affirmative vote of the holders of at least two-thirds of the voting power of all the then-outstanding shares of voting stock of the Corporation with the power to vote generally in an election of directors, voting together as a single class.

Article XI - Definitions

As used in these bylaws, unless the context otherwise requires, the following terms shall have the following meanings:

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

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An “electronic mail” means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the Corporation who is available to assist with accessing such files and information).

An “electronic mail address” means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly referred to as the “local part” of the address) and a reference to an internet domain (commonly referred to as the “domain part” of the address), whether or not displayed, to which electronic mail can be sent or delivered.

The term “person” means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor (by merger or otherwise) of such entity.

[Remainder of page intentionally left blank.]

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EXHIBIT C

Form of Subscription Agreement

(See Exhibit 10.2 filed with this Form 8-K)

EXHIBIT D

Form of Second Surviving Company Amended and Restated Limited Liability Company Agreement

AMENDED AND RESTATED 

LIMITED LIABILITY COMPANY AGREEMENT

OF

MONDEE HOLDINGS II, LLC

(a Delaware limited liability company)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Mondee Holdings II, LLC, a Delaware limited liability company (the “Company”), is entered into by the undersigned Member (the “Member”), effective as of [●].

WHEREAS, prior to the date hereof, the Company was formed as a limited liability company under the Delaware Limited Liability Company Act, Del. Code, tit. 6, §§ 18-101 et seq., as amended from time to time (the “Act”), for the purposes set forth herein, by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on December 9, 2021;

WHEREAS, ITHAX Acquisition Corp., the initial member of the Company, entered into a Limited Liability Company Agreement with the Company, dated as of December 9, 2021 (the “Original Agreement”); and

WHEREAS, the Member now desires to amend and restate the Original Agreement in its entirety to be as set forth herein.

NOW, THEREFORE, the Member, intending to be legally bound by this Agreement, hereby agrees amend and restate the Original Agreement in its entirety as follows:

1.            Name. The name of the limited liability company is Mondee Holdings II, LLC.

2.            Amendment and Restatement; Organization. This Agreement amends and restates the Original Agreement in its entirety. The Company is a single-member limited liability company previously formed and continued pursuant to the provisions of the Act. The Company was validly organized at the time of the filing of the initial certificate of formation in the Office of the Secretary of State of the State of Delaware.

3.            Purpose. The purpose of the Company shall be to engage in any lawful business that may be engaged in by a limited liability company organized under the Act, as such business activities may be determined by the Member from time to time. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Section 3. The Company shall have all powers of a limited liability company under the Act and the power to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Section 3.

4.            Registered Office; Registered Agent. The name and address of the registered office of the Company in the State of Delaware required to be maintained by Section 18-104 of the Act is Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808.

5.            Member. The name of the Member is Mondee Holdings, Inc.

6.            Capital Contributions. The Member’s initial capital contribution to the Company shall be set forth in the books and records of the Company. The Member shall have no obligation to make any additional capital contributions to the Company. The Member may make such additional capital contributions to the Company as the Member determines are necessary, appropriate or desirable.

7.          Management of the Company. The Company shall be managed by the Member and the Member shall be deemed the “Manager” of the Company for the purposes of the Act. The Manager shall have the full and exclusive right, power and authority to manage the affairs of the Company, to make all decisions with respect thereto and to do or cause to be done any and all acts or things deemed by the Member to be necessary, appropriate or desirable to carry out or further the business of the Company.

Without limiting the generality of the foregoing, at any time and from time to time, the Manager may appoint directors, officers, agents or other delegates of the Company, with such powers, authority, and responsibilities as the Member delegates to them, provided that at no time shall the power, authority or responsibility delegated be greater than that held by the Manager. Any director, officer, agent or other delegate of the Company may be removed at any time, with or without cause, by action of the Manager, and his or her replacement, if any, may be approved by the Manager at the time of such removal. Any compensation paid to, or remuneration received by, any Person to whom the Member delegates any powers, authority or responsibilities under this paragraph shall be subject to the discretion and approval of the Manager. The persons specified on Schedule A hereto are elected to hold the offices set forth directly across from their perspective names on such Schedule A, each to hold office until his or her successor shall have been duly chosen.

By written approval of the Member, the Member is authorized to admit any Person as an additional Member of the Company (“Additional Members”), and each such Person shall be admitted as an Additional Member at the time such Person (a) executes this Agreement or a counterpart of this Agreement and (b) is named as a Member and assigned a percentage interest in the books and records of the Company. All Members shall then amend this Agreement to the extent necessary to reflect their multiple interests in the Company.

8.            Company Units. The limited liability company interests of the Company shall be expressed as common limited liability company interest units (each a “Company Unit” and collectively, the “Company Units”). The Company is authorized to issue up to ten (10) Company Units. The Company Units shall not be issued in certificated form. The limited liability company interests of each Member shall be a fraction, expressed as a percentage (the “Member Interest Percentage”) and set forth on Schedule B), the numerator of which is the Company Units held by such Member as set forth on Schedule B and the denominator of which is all issued and outstanding Company Units.

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9.            Distributions and Allocations. All distributions of cash or other assets of the Company shall be made and paid to the Member at such time and in such amounts as the Member may determine. All items of income, gain, loss, deduction and credit shall be allocated to the Member.

10.          Liability of Members; Indemnification. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall solely be the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for any debts, liabilities or obligations of the Company.

The Company shall, to the fullest extent provided or allowed by applicable law, indemnify, hold harmless and pay all judgments and claims against the Member, each of the Member’s officers, directors, agents, affiliates, heirs, legal representatives, successors and assigns and the directors, officers, agents or other delegates of the Company (each, an “Indemnified Party”) from, against and in respect of any and all liability, loss, damage and expense incurred or sustained by the Indemnified Party in connection with the business of the Company or by reason of any act performed or omitted to be performed in connection with the activities of the Company or in dealing with third parties on behalf of the Company, except for losses arising from such Indemnified Person’s own fraud, willful misconduct, bad faith or gross negligence, including reasonable costs and attorneys’ fees before and at trial and at all appellate levels, whether or not suit is instituted (which attorneys’ fees may be paid as incurred), and any amounts expended in the settlement (with the consent of the Company) of any claims of liability, loss or damage. The provisions of this Section 10 shall be in addition to and not in limitation of any other rights of indemnification and reimbursement or limitations of liability to which an Indemnified Party may be entitled under the Act, common law or otherwise.

11.         Books and Records. The Member shall keep or cause to be kept true and correct books of account, in which shall be entered fully and accurately each and every transaction of the Company.

12.         Term. The term of the Company shall continue until the Company is dissolved. The Company shall be dissolved upon the first to occur of (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.

13.            Invalid Provisions. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be deemed to be amended to the least extent necessary in order to make this Agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to validate any provision of this Agreement that was formerly invalid, such provision shall be considered to be valid from the effective date of such amendment or interpretation.

14.            Amendment. This Agreement may not be altered or modified, except by the written consent of the Member.

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15.            Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

16.            Headings. The article and section headings in this Agreement are inserted as a matter of convenience and are for reference only and shall not be construed to define, limit, extend or describe the scope of this Agreement or the intent of any provision.

17.            Effectiveness. Pursuant to Section 18-201(d) of the Act, this Agreement shall be dated as of the date hereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned Member, intending to be legally bound hereby, has duly executed this Agreement effective as of the date set forth above.

MEMBER:

MONDEE HOLDINGS, INC.

By:

Its:

[Signature Page to A&R LLC Agreement of Mondee Holdings II, LLC]

SCHEDULE A

OFFICERS OF THE COMPANY

President	[●]
Secretary and Treasurer	[●]
Vice President and Assistant Secretary	[●]

SCHEDULE B

Company Member	Company Units	Member Interest Percentage
Mondee Holdings, Inc.	1	100%

EXHIBIT E

Directors and Officers of Ithax

At Closing, the board of directors of Ithax shall consist of seven (7) members. Ithax shall select one (1) member to serve on the board of directors, the Company shall select four (4) members to serve on the board of directors and Ithax and the Company shall select, by mutual agreement, two (2) members to serve on the board of directors. Ithax will follow best practices with respect to corporate governance (including on director independence).

EXHIBIT F-1

IRS Notice

[DATE OF CLOSING]

Via Certified Mail

Ogden Service Center

P.O. Box 409101

Ogden, UT 84409

Re: Notice Pursuant to Treasury Regulations Section 1.897-2(h)(2)

Ladies and Gentlemen:

At the request of ITHAX Acquisition Corp., a Cayman exempted limited liability company (“Acquiror”), in connection with the acquisition of the outstanding capital stock of Mondee Holdings II, Inc., a Delaware corporation (“Corporation”), Corporation provided the attached statement to Acquiror on the date hereof. This notice is provided pursuant to the requirements of Treasury Regulations Section 1.897-2(h)(2). A copy of a certificate, dated as of the date of this notice, furnished to Acquiror by Corporation under Treasury Regulations Section 1.1445-2(c)(3) (the “FIRPTA Certificate”) is attached hereto.

The following information relates to the corporation providing the notice:

Name:	Mondee Holdings II, Inc.
Address:	[●] [●]
Taxpayer ID Number:	[●]
The following information relates to the corporation that requested the notice:
Name:	ITHAX Acquisition Corp.
Address:	555 Madison Avenue, Suite 11A New York, NY 10022
Taxpayer ID Number:	[●]

The interest in question (capital stock of Corporation) is not a “United States real property interest”, as that term is defined in Section 897(c)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”) because Corporation is not, and has not been within the five-year period preceding the date hereof, a “United States real property holding corporation” as that term is defined in Section 897(c)(2) of the Code.

Under penalties of perjury, the undersigned, an officer of Corporation, declares that the above notice (including the FIRPTA Certificate attached hereto) is correct to his knowledge and belief and further declares that he has the authority to sign this document on behalf of Corporation.

Enclosed is a duplicate signed copy of this notice that we ask to be date stamped received by the U.S. Internal Revenue Service and returned to us in the self-addressed stamped envelope provided.

	MONDEE HOLDINGS II, INC.
	By:
_________________________________
		Name:   [●]
		Title:     [●]

EXHIBIT F-2

FIRPTA Notification Letter

CORPORATION NON-USRPHC CERTIFICATE

UNDER TREASURY REGULATIONS SECTION 1.1445-2(C)(3)

Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that a transferee of a United States real property interest must withhold tax if the transferor is not a United States person. In order to confirm that ITHAX Acquisition Corp., a Cayman exempted limited liability company (“Acquiror”), as transferee, is not required to withhold tax upon its acquisition of all the outstanding capital stock of Mondee Holdings II, Inc., a Delaware corporation (“Corporation”), the undersigned, an officer of Corporation, hereby certifies as follows:

1. The stock of Corporation does not constitute a “United States real property interest”, as that term is defined in Section 897(c)(1)(A) of the Code;

2. The determination in Paragraph 1, above, is based on a determination by Corporation that Corporation is not, and has not been a “United States real property holding corporation”, as that term is defined in Section 897(c)(2) of the Code, during the five-year period ending on the date hereof;

3. Corporation’s U.S. federal employer identification number is [●]; and

4. Corporation’ office address is: [●]

Corporation understands that this certification may be disclosed to the U.S. Internal Revenue Service by Acquiror and that any false statement contained herein could be punished by fine, imprisonment or both.

This certification constitutes authorization for Acquiror, as agent for Corporation, to deliver a copy of this certification letter, along with the appropriate notification, to the Internal Revenue Service on behalf of Corporation.

*      *      *

Signature Page Follows

Under penalties of perjury I declare that I have examined this certification and, to the best of my knowledge and belief, it is true, correct, and complete, and I further declare that I have the authority to sign this document on behalf of Corporation.

Dated: [Transaction Closing Date]	MONDEE HOLDINGS II, INC.
	By:
		Name:     [●]
		Title:     [●]

EXHIBIT G

Form of Registration Rights Agreement

(See Exhibit 10.1 filed with this Form 8-K)

SCHEDULE 4.12

Brokers

Deutsche Bank

Cantor Fitzgerald

AXIA Capital Markets

Union Square Advisors

EX-10.1

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

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”).

RECITALS

WHEREAS, the Company has entered into that certain Business Combination Agreement, dated as of December 20, 2021 (as it may be amended or supplemented from time to time, the “Business Combination Agreement”), by and among the Company, 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 (“Mondee Holdings”), by which (a) Merger Sub I will merge with and into Mondee Holdings, with Mondee Holdings surviving as a wholly owned subsidiary of the Company; and (b) immediately following; Mondee Holdings will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of the Company;

WHEREAS, on the date hereof, pursuant to the Business Combination Agreement, Mondee LLC received shares of Company Class A common stock, par value $0.001 per share, (the “Common Stock”), of the Company;

WHEREAS, on the date hereof, certain other investors (such other investors, collectively, the “Third-Party Investors”) purchased an aggregate of 5,000,000 shares of Common Stock (the “Investor Shares”) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the respective Subscription Agreement, each dated as of December 20, 2021, entered into by and between the Company and each of the Third-Party Investors (each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”);

WHEREAS, on the date hereof, the Company entered into the Earn-Out Agreement, pursuant to which up to 9,000,000 shares of Common Stock (the “Earn-Out Shares”) shall be issued to management and other affiliates of the Company, subject to the terms and conditions set forth in the Earn-Out Agreement (the “Earn-Out Holders”); and

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I
DEFINITIONS

Section 1.1Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Additional Holder” shall have the meaning given in Section 6.10.

“Additional Holder Common Stock” shall have the meaning given in Section 6.10.

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble hereto.

“Block Trade” shall have the meaning given in Section 2.4.1.

“Board” shall mean the Board of Directors of the Company.

“Business Combination Agreement” shall have the meaning given in the Recitals hereto.

“Closing” shall have the meaning given in the Business Combination Agreement.

“Closing Date” shall have the meaning given in the Business Combination Agreement.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall have the meaning given in the Recitals hereto.

“Company” shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

“Demanding Holder” shall have the meaning given in Section 2.1.4.

“Earn-Out Agreement” shall mean the Earn-Out Agreement dated December 20, 2021 by and among ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (and any successor thereto) and the certain persons listed on Schedule A thereto.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-1 Shelf” shall have the meaning given in Section 2.1.1.

“Form S-3 Shelf” shall have the meaning given in Section 2.1.1.

“Holder Information” shall have the meaning given in Section 4.1.2.

“Holders” shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.

“Investor Shares” shall have the meaning given in the Recitals hereto.

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“Joinder” shall have the meaning given in Section 6.10.

“Lock-up” shall have the meaning given in Section 5.1.1.

“Lock-up Holders” shall have the meaning given in Section 5.1.1.

“Lock-up Period” shall mean the period beginning on the Closing Date and ending on the earlier to occur of (a) six (6) months after the Closing Date, (b) such date that the closing price of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any period of thirty (30) consecutive trading days commencing at least ninety (90) calendar days following the Closing Date and (c) the date on which the Company consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing Date that results in the stockholders of Mondee Holdings immediately prior to such transaction having beneficial ownership of less than fifty percent (50%) of the outstanding voting securities of the Company.

“Lock-up Shares” shall mean Common Stock beneficially owned (as such term is used in Rule 13d-3 of the 1934 Act), by a Lock-up Holder immediately following the Closing Date or any other securities so owned convertible into or exercisable or exchangeable for such Common Stock immediately following the Closing Date (other than shares of Common Stock acquired in the public market or pursuant to a transaction exempt from registration under the 1933 Act pursuant to a subscription agreement where the issuance of Common Stock occurs on or after the Closing Date); provided, that, for clarity, Common Stock issued to Third-Party Investors pursuant to the Subscription Agreements shall not constitute Lock-up Shares.

“Maximum Number of Securities” shall have the meaning given in Section 2.1.5.

“Minimum Takedown Threshold” shall have the meaning given in Section 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“Other Coordinated Offering” shall have the meaning given in Section 2.4.1.

“Permitted Transferees” shall mean (i) any person or entity to whom such Holder is permitted to Transfer such Registrable Securities prior to the expiration of the Lock-up Period pursuant to Section 5.1.1 and (ii) after the expiration of the Lock-up Period, any person or entity to whom such Holder is not prohibited from transferring such Registrable Securities, subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter.

“Piggyback Registration” shall have the meaning given in Section 2.2.1.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

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“Registrable Security” shall mean (a) any outstanding shares of Common Stock or any other equity security (including warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder immediately following the Closing Date (including any securities distributable pursuant to the Business Combination Agreement or the Earn-Out Agreement); (b) any Additional Holder Common Stock (including, for the avoidance of doubt, any Earn-Out Shares delivered pursuant to the Earn-Out Agreement); and (c) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a) or (b) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B) (i) such securities shall have been otherwise transferred (other than to Permitted Transferees), (ii) new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further Transfer shall have been delivered by the Company and (iii) subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities have been sold to, or through, a broker, dealer or Underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:

(A)all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any national securities exchange on which the Common Stock is then listed;

(B)fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C)printing, messenger, telephone and delivery expenses;

(D)fees and disbursements of counsel for the Company;

(E)fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration including the expenses of any special audits and/or “cold comfort” letters required by or incident to such performance and compliance;

(F)reasonable and documented fees and disbursements of counsel (including local and special counsel, to the extent necessary) incurred in connection with any registration statement or registered offering (including any Registration) covering Registrable Securities; and

(G)in an Underwritten Offering or Other Coordinated Offering, reasonable and documented fees and expenses not to exceed $50,000 in the aggregate for each Registration of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders.

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“Registration Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.

“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Shelf Takedown” shall mean an Underwritten Shelf Takedown or any proposed Transfer or sale using a Registration Statement, including a Piggyback Registration.

“Sponsor” shall have the meaning given in the Preamble hereto.

“Subsequent Shelf Registration Statement” shall have the meaning given in Section 2.1.2.

“Third-Party Investors” shall have the meaning set forth in the Recitals hereto.

“Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten Shelf Takedown” shall have the meaning given in Section 2.1.4.

“Withdrawal Notice” shall have the meaning given in Section 2.1.6.

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Article II
REGISTRATIONS AND OFFERINGS

Section 2.1Shelf Registration.

2.1.1Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day (or 120^th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the Closing Date, and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to (i) convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf or (ii) file a Form S-3 Shelf, as the case may be, in each case, as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

2.1.2Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.

2.1.3Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of a Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for each of the Holders.

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2.1.4Requests for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, a Holder (any of the Holders being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with an anticipated gross aggregate offering price of at least $10 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor may demand not more than one (1) Underwritten Shelf Takedown and the other Holders may demand not more than two (2) Underwritten Shelf Takedowns, in each case, pursuant to this Section 2.1.4 in any twelve (12) month period (such rights, in each such case, a “Demand”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, which is then available for such offering.

2.1.5Reduction of Underwritten Offering. If the Underwriter in an Underwritten Shelf Takedown advises the Demanding Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Demanding Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting (such maximum number of such securities, the “Maximum Number of Securities”) shall be allocated among all participating Holders thereof, including the Demanding Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

2.1.6Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that the Sponsor or the Holders, as applicable, may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Sponsor, the Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a Demand for an Underwritten Shelf Takedown shall constitute a Demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless either (i) such Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if the Sponsor or the Holders, as applicable, elect to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Sponsor or such Holder, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

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Section 2.2Piggyback Registration.

2.2.1Piggyback Rights. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for holders of capital stock other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating solely to the sale of securities to participants in a Company stock or other benefit plan, (ii) a transaction covered by Rule 145 under the Securities Act, (iii) a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, (iv) for a dividend reinvestment plan or (v) any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

2.2.2Reduction of Piggyback Registration. If the total amount of securities, including Registrable Securities, requested by Holders of Registrable Securities to be included in such offering exceeds the amount of securities sold other than by the Company that the Underwriters determine in their reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the Underwriters determine in their reasonable discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling security holders according to the total amount of securities entitled to be included therein owned by each selling security holder or in such other proportions as shall mutually be agreed to by such selling security holders). For purposes of the preceding parenthetical concerning apportionment, for any selling security holder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and holders of capital stock of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling security holder,” and any pro-rata reduction with respect to such “selling security holder” shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included in such “selling security holder,” as defined in this sentence.

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2.2.3Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.

2.2.4Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a Demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof.

Section 2.3Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

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Section 2.4Block Trades; Other Coordinated Offerings.

2.4.1Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with an anticipated aggregate offering price of, either (x) at least $50 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.

2.4.2Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.

2.4.3Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement.

2.4.4The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks).

2.4.5A Holder may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

Article III
COMPANY PROCEDURES

Section 3.1General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, security holders or partners), and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have ceased to be Registrable Securities, in each case, in accordance with Section 2.1.1;

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3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold;

3.1.3prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed;

3.1.6provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);

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3.1.9promptly notify the Holders in writing at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;

3.1.10in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent pursuant to such Registration, permit a representative of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agents or sales agent, if any and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, as applicable;

3.1.13in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;

3.1.14make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);

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3.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and

3.1.16otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration.

Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or broker, sales agent or placement agent if such Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.

Section 3.2Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all fees and expenses of any legal counsel representing the Holders.

Section 3.3Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration of the applicable Registration Statement or Prospectus and such Holder continues thereafter to withhold such information. No person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

Section 3.4Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

3.4.1Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

3.4.2If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (c) in the good faith judgment of the Board, be seriously detrimental to the Company and its holders of capital stock and it is therefore essential to defer such filing, initial effectiveness or continued use at such time, the Company shall have the right, upon giving prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents.

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3.4.3(a) During the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of Underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4 or Section 2.4 for not more than ninety (90) consecutive calendar days or more than one hundred twenty (120) total calendar days in each case during any twelve (12)-month period.

Section 3.5Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell the Registrable Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Article IV
INDEMNIFICATION AND CONTRIBUTION

Section 4.1Indemnification.

4.1.1The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, managers, directors, affiliates, and agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) caused by, resulting from, arising out of or based upon any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus or preliminary Prospectus in the light of the circumstances under which they were made, not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by or on behalf of such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

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4.1.2In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement, Prospectus or preliminary Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its officers, managers, directors, affiliates and agents and each person or entity who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus or preliminary Prospectus in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is contained in (or not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

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4.1.4The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the Transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Section 4.1.1, Section 4.1.2 and Section 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty of such fraudulent misrepresentation.

Article V
LOCK UP

5.1.1Subject to Section 5.1.2 below, the holders (the “Lock-up Holders”) of any shares of Common Stock issued to the Sponsor prior to the Closing Date or to Mondee LLC in connection with the Business Combination Agreement or to Earn-Out Holders in connection with the Earn-Out Agreement, may not Transfer any Lock-up Shares until the end of the Lock-up Period (the “Lock-up”).

5.1.2Notwithstanding the provisions set forth in Section 5.1.1 above, the Lock-up Holders may Transfer the Lock-up Shares during the Lock-up Period (i) as a bona fide gift or charitable contribution; (ii) to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of such Lock-up Holder or any other person with whom such Lock-up Holder has a relationship by blood, marriage or adoption not more remote than first cousin; (iii) by will or intestate succession upon the death of the Lock-up Holder; (iv) pursuant to a qualified domestic order, court order or in connection with a divorce settlement; (v) if such Lock-up Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with the Lock-up Holder, or (B) to partners, limited liability company members, Earn-Out Holders or stockholders of the Lock-up Holder, including, for the avoidance of doubt, where the Lock-up Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership; (C) by virtue of the laws of the state or jurisdiction of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (vi) pursuant to transactions in the event of completion of a liquidation, merger, consolidation, stock exchange, reorganization, tender offer or other similar transaction which results in all of the corporation’s security holders having the right to exchange their shares of Common Stock for cash, securities or other property; (vii) to satisfy tax withholding obligations in connection with the exercise of options or warrants to purchase shares of Common Stock of the corporation or the vesting of stock-based awards; (viii) in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options or warrants to purchase shares of Common Stock of the corporation; (ix) pursuant to transactions relating to Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock acquired in open market transactions after the Closing Date, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-up Period; or (x) in connection with the grant and maintenance of a bona fide lien, security interest, pledge or other similar encumbrance to a nationally or internationally recognized financial institution with assets of not less than $10 billion in connection with a loan; provided that the Lock-up Holder shall provide the Company prior written notice informing them of any public filing, report or announcement made by or on behalf of the Lock-up Holder with respect thereto.

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Article VI
MISCELLANEOUS

Section 6.1Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Mondee Holdings, Inc., 951 Mariners Island Blvd., Ste. 130, San Mateo, CA 94404 Attn: Dan Figenshu, and, if to any Holder, at such Holder’s address, electronic mail address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.

Section 6.2Assignment; No Third-Party Beneficiaries.

6.2.1This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

6.2.2Subject to Section 6.2.4 and Section 6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned in whole or in part to such Holder’s Permitted Transferees; provided, that, with respect to the Holders and the Sponsor, the rights hereunder that are personal to such Holders and may not be assigned or delegated in whole or in part, except that (w) each of the Holders shall be permitted to transfer its rights hereunder as such Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Holder (it being understood that no such transfer shall reduce any rights of such Holder or such transferees) and (x) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more Permitted Transferees of the Sponsor (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees).

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6.2.3This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

6.2.4This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 6.2.

6.2.5No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

Section 6.3Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

Section 6.4Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURTS SITTING IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

Section 6.5TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, BY AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.5.

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Section 6.6Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of each Holder so long as such Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company; and provided, further, that any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

Section 6.7Other Registration Rights. Other than (i) the Third-Party Investors who have registration rights with respect to their Investor Shares pursuant to their respective Subscription Agreements, the Company represents and warrants that no person or entity, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities for its own account or for the account of any other person or entity. For so long as any Holder and such Holder’s affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company, the Company hereby agrees and covenants that it will not grant rights to register any Common Stock (or securities convertible into or exchangeable for Common Stock) under the Securities Act pursuant to which such grantee would have more favorable Demands or treatment with respect to pro rata reduction than those granted to the Holders hereunder without the prior written consent of such Holder.

Section 6.8Term. This Agreement shall terminate on the earlier of (a) the fifth anniversary of the date of this Agreement or (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination.

Section 6.9Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder.

Section 6.10Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 6.2 hereof, subject to the prior written consent of each of the Holders of a majority of the total Registrable Securities (in each case, so long as such Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company), the Company may make any person or entity who acquires Common Stock or rights to acquire Common Stock after the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Common Stock of the Company then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common Stock”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common Stock.

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Section 6.11Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 6.12Entire Agreement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:

Mondee Holdings, Inc.

a Delaware corporation

By:

Name:

Title:

HOLDERS:

ITHAX Acquisition Sponsor LLC,

a Delaware limited liability company

By:

Name:

Title:

Mondee Holdings, LLC,

a Delaware limited liability company

By:

Name:

Title:

[Third-Party Investors]

By:

Name:

Title:

[Earn-Out Holders]

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

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Exhibit A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Registration Rights Agreement, dated as of [●], 2022 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Mondee Holdings, Inc., a Delaware corporation (the “Company”), and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.

By executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein; provided, however, that the undersigned and its permitted assigns (if any) shall not have any rights as Holders, and the undersigned’s (and its transferees’) shares of Common Stock shall not be included as Registrable Securities, for purposes of the Excluded Sections.

For purposes of this Joinder, “Excluded Sections” shall mean [ __________].

Accordingly, the undersigned has executed and delivered this Joinder as of the __________ day of __________, 2022.

Signature of Stockholder

Print Name of Stockholder

Its:

Address:

Agreed and Accepted as of

____________, 20__

22

[________]

By:

Name:

Its:

23

EX-10.2

Exhibit 10.2

EXECUTION VERSION

SUBSCRIPTION AGREEMENT

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”).

WHEREAS, the Issuer is concurrently with the execution and delivery hereof entering into that certain Business Combination Agreement (as amended or modified, the “Business Combination Agreement”; capitalized terms used herein without definition shall have the meanings ascribed thereto in the Business Combination Agreement), by and among the Issuer, Ithax Merger Sub I, LLC, a Delaware limited liability company and wholly-owned subsidiary of Issuer (“Merger Sub I”), Ithax Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of Issuer(“Merger Sub II”) and Mondee Holdings II, Inc. a Delaware corporation (together with its direct and indirect subsidiaries, “Target”), in substantially the same form provided to Subscriber prior to the date hereof, pursuant to which, among other transactions, Issuer will de-register from the Register of Companies in the Cayman Islands pursuant to the Cayman Islands Companies Act (as revised) and become domesticated as a corporation in the State of Delaware by complying with Section 388 of the Delaware General Corporation Law (the “Domestication”) and Merger Sub I will merge with and into the Target, with Target surviving as a wholly-owned subsidiary of Issuer (the “First Merger”), and immediately following the First Merger, Target will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of Issuer (the “Second Merger”, collectively with the Domestication and the First Merger, the “Transactions”);

WHEREAS, in connection with the Transactions and contingent on the closing of the Transactions pursuant to the terms and subject to the conditions set forth in this Subscription Agreement, Subscriber desires to subscribe for and purchase from the Issuer that number of shares of the Issuer’s Class A common stock, par value $0.001 per share (the “Class A Shares”), as set forth on the signature page hereto (the “Acquired Shares”), for a purchase price of $10.00 per share (the “Per Share Price”) and an aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), and the Issuer desires to issue and sell to Subscriber the Acquired Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Issuer on or prior to the Closing (as defined below);

WHEREAS, the Issuer and Subscriber are executing and delivering this Subscription Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, in connection with the Transactions, certain other “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or institutional “accredited investors” (as such term is defined in Rule 501 under the Securities Act) (each an “Other Subscriber”) have (severally and not jointly) entered into separate subscription agreements with the Issuer (the “Other Subscription Agreements”), substantially similar to this Agreement, pursuant to which such investors have agreed to purchase Class A Shares on the Closing Date (as defined below) at the Per Share Price (the “Other Acquired Shares”); and

WHEREAS, the aggregate amount of Class A Shares to be sold by Issuer pursuant to this Subscription Agreement and the Other Subscription Agreements as of the date hereof equals 5,000,000 Class A Shares at the Per Share Price.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.                   Subscription. Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Acquired Shares (such subscription and issuance, the “Subscription”). Subscriber acknowledges and agrees that, as a result of the Domestication, the Acquired Shares that will be purchased by the Subscriber and issued by the Issuer pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company).

2.              Closing.

(a)                The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the consummation of the First Merger and shall occur substantially concurrently therewith. Not less than five business days prior to the scheduled closing date of the Transactions (the “Closing Date”), the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of (i) such Closing Date, (ii) that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied or waived and (iii) containing wire instructions for the payment of the Purchase Price. Subscriber shall deliver to the Issuer no later than one business day before the Closing Date (as specified in the Closing Notice) or such other date as otherwise agreed to by the Issuer and Subscriber (such date, the “Purchase Price Payment Date”) the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds (1) to the account(s) specified by the Issuer in the Closing Notice, designated by the Issuer prior to the Closing Date for the benefit of Subscriber until the Closing Date and any other information that is reasonably requested in the Closing Notice in order for the Issuer to issue the Subscriber’s Acquired Shares, including, without limitation, the legal name of the person in whose name such Acquired Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable, or (2) in the case of a Subscriber that is an “investment company” registered under the Investment Company Act of 1940, as amended, to an account specified by the Issuer and subject to such procedures otherwise mutually agreed by Subscriber and the Issuer (“Alternative Settlement Procedures”). For the avoidance of doubt, mutually agreeable Alternative Settlement Procedures shall include, without limitation, the Subscriber delivering to the Issuer on the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice against delivery to the undersigned of the Acquired Shares in book entry form as set forth in the following sentence. On the Closing Date, the Issuer shall deliver to Subscriber (A) the Acquired Shares in book entry form (or, if requested by Subscriber in writing in advance of the Closing, in certificated form, duly executed on behalf of the Issuer and countersigned by the Issuer’s transfer agent (the “Transfer Agent”)), free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (B) a copy of the records of the Transfer Agent showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date (the “Subscriber’s Deliveries”); provided, however, that the Issuer’s obligation to issue the Acquired Shares to Subscriber is contingent upon Issuer having received the Purchase Price in full in accordance with this Section 2. Unless otherwise provided pursuant to Alternative Settlement Procedures, upon the transfer of Subscriber’s Deliveries by the Issuer to Subscriber (or its nominee in accordance with its delivery instructions), the Subscriber shall, on the Closing Date, release the Purchase Price to the Issuer. In the event the closing of the Transactions does not occur within three business days of the Closing Date specified in the Closing Notice, unless otherwise agreed by the Issuer and Subscriber, the Issuer shall promptly (but not later than two business days thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries representing the Acquired Shares or share certificates shall be deemed cancelled. Notwithstanding such return or cancellation, failure to close on the Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived, and unless and until this Subscription Agreement is terminated in accordance with Section 6 hereof, Subscriber shall remain obligated to (x) redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice with a new Closing Date in accordance with this Subscription Agreement and (y) upon satisfaction or waiver of the conditions set forth in Section 2(b), consummate the Closing immediately prior to or substantially concurrently with the consummation of the Transactions. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday or Sunday, on which commercial banks in New York, New York, are open for the general transaction of business.

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(b)                The Closing shall be subject to the satisfaction, or waiver by each of the parties hereto, of the conditions that, on the Closing Date:

(i)                 solely with respect to Subscriber, the representations and warranties made by the Issuer (other than the representations and warranties set forth in Section 3(b), Section 3(c) and Section 3(h)) in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date, and other than those representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which shall be true and correct in all respects as of the Closing Date), the representations and warranties made by the Issuer set forth in Section 3(b), Section 3(c) and Section 3(h) shall be true and correct in all respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date), in each case, without giving effect to the consummation of the Transactions;

(ii)               solely with respect to the Issuer, (1) the representations and warranties made by Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date, and other than those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects as of the Closing Date), in each case, without giving effect to the consummation of the Transactions, and (2) all obligations, covenants and agreements of the Subscriber required to be performed by it at or prior to the Closing Date shall have been performed in all material respects.

(iii)              solely with respect to the Issuer, Subscriber shall have delivered the Purchase Price in compliance with the terms of this Subscription Agreement;

(iv)              No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Order which is then in effect and has the effect of making the First Merger, Second Merger or the other Transactions illegal or otherwise prohibiting consummation of the First Merger, Second Merger or the other Transactions.

(v)                the Issuer’s equityholders shall have approved the issuance of the Acquired Shares and Other Acquired Shares as and if required by The Nasdaq Stock Market (“Nasdaq”) rules;

(vi)              solely with respect to Subscriber, the Issuer shall have made such filings with Nasdaq as are necessary for the listing of the Acquired Shares and Other Acquired Shares and such Acquired Shares and Other Acquired Shares shall have been approved for listing on Nasdaq, subject to notice of issuance thereof;

(vii)             all conditions precedent to the closing of the Transactions set forth in the Business Combination Agreement shall have been satisfied or waived (as determined by the parties to the Business Combination Agreement) (other than those conditions that by their nature may only be satisfied at the closing of the Transactions, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement, but subject to satisfaction or waiver by such party of such conditions as of the closing of the Transactions), and the closing of the Transactions shall be scheduled to occur substantially concurrently with or immediately following the Closing;

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(viii)            solely with respect to Subscriber, the Issuer shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer at or prior to the Closing, except where the failure of such performance or compliance would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the Closing; and

(ix)              except to the extent consented to in writing by Subscriber, the Business Combination Agreement (as filed with the Commission (as defined below) on or shortly after the date hereof) shall not have been amended, modified, supplemented or waived in a manner that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber (in its capacity as such) would reasonably expect to receive under this Subscription Agreement.

(c)                Upon the terms and subject to the conditions set forth in this Subscription Agreement, Subscriber and the Issuer shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to reasonably assist and cooperate with the other party hereto in doing all things reasonably necessary, proper or advisable under applicable legal requirements to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Subscription Agreement.

3.                   Issuer Representations and Warranties. The Issuer represents and warrants to Subscriber and each Placement Agent (as defined below) that:

(a)                The Issuer has been duly incorporated and is validly existing as an exempted company in good standing under the laws of the Cayman Islands. As of the Closing Date, immediately following the Domestication, the Issuer will be duly incorporated, validly existing as a corporation in good standing under the laws of the State of Delaware. The Issuer has corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.

(b)                The Acquired Shares have been duly authorized by the Issuer and, when issued and delivered to Subscriber against full payment for the Acquired Shares in accordance with the terms of this Subscription Agreement, the Acquired Shares will be validly issued, fully paid and non-assessable, free and clear of all liens or other restrictions (except as otherwise stated herein) and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s organizational documents (as in effect at such time of issuance) or under the laws of the Cayman Islands or laws of the State of Delaware, as the case may be, under any agreement or instrument to which the Issuer is a party or by which the Issuer is bound, or otherwise.

(c)                This Subscription Agreement, the Business Combination Agreement, the Other Subscription Agreements and any other agreements related to or executed in connection with the Transactions (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Issuer and, assuming that the Transaction Documents have been duly authorized, executed and delivered by the other parties thereto, are valid and binding obligations of the Issuer, and are enforceable against it in accordance with their terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

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(d)                The execution, delivery and performance of this Subscription Agreement, including the issuance and sale of the Acquired Shares and other transactions contemplated hereby, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer is a party or by which the Issuer is bound or to which any of the property or assets of the Issuer is subject; (ii) the organizational documents of the Issuer; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, that, in the case of clause (i) or (iii), would reasonably be expected to have a Material Adverse Effect. For purposes of this Subscription Agreement, a “Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to the Issuer and its subsidiaries, taken together as a whole (on a consolidated basis), that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, financial condition, stockholders’ equity or results of operations of the Issuer or its respective subsidiaries individually or taken as a whole and including the combined company after giving effect to the Transactions, or materially affect, impede, or prevent the Issuer’s ability to consummate the (i) transactions contemplated hereby, including the issuance and sale of the Acquired Shares or (ii) the Transactions.

(e)                There are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Acquired Shares, (ii) the shares to be issued pursuant to any Other Subscription Agreement or (iii) the shares to be issued pursuant to the Transactions, in each case, that have not been or will not be validly waived on or prior to the Closing Date, including such terms of the shares of the Issuer’s Class B common stock, par value $0.001 per share (the “Class B Shares”), pursuant to the terms of the Issuer’s certificate of incorporation.

(f)                 The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Subscription Agreement, the Issuer is a party or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(g)                The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement or the Transactions (including, without limitation, the issuance of the Acquired Shares), other than (i) the filing with the Securities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below), (ii) filings required by applicable state securities laws, (iii) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable; (iv) those required by Nasdaq, including with respect to obtaining approval of the Issuer’s equityholders; (v) those that will be obtained on or prior to the Closing (including those required to consummate the Transaction as provided under the Business Combination Agreement), (vi) any filing, the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vii) as set forth in the Business Combination Agreement; and (viii) the filing of a Notice of Exempt Offering of Securities on Form D with the Commission under Regulation D of the Securities Act.

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(h)                As of the date of this Subscription Agreement the authorized capital stock of the Issuer consists of (i) 1,000,000 preference shares, par value $0.001 per share (“Preference Shares”) and (ii) 110,000,000 ordinary shares, par value $0.001 per share (the “Ordinary Shares”), including (1) 100,000,000 Class A Ordinary Shares and (2) 10,000,000 Class B Ordinary Shares. As of the date of this Subscription Agreement, (i) no Preference Shares are issued and outstanding, (ii) 24,825,000 Class A Ordinary Shares are issued and outstanding, (iii) 6,037,500 Class B Ordinary Shares are issued and outstanding and (iv) 12,075,000 redeemable warrants and 337,500 private placement warrants are outstanding, none of which are exercisable on or prior to the Closing. All (i) issued and outstanding Class A Shares and Class B Shares have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to and were not issued in violation of any preemptive rights and (ii) outstanding warrants have been duly authorized and validly issued, are fully paid and are not subject to and were not issued in violation of any preemptive rights. Except as set forth above and pursuant to the Other Subscription Agreements and the Business Combination Agreement, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Issuer any Ordinary Shares or other equity interests in the Issuer, or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, the Issuer has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other than (i) as set forth in the SEC Reports (as defined below) and (ii) as contemplated by the Business Combination Agreement. Except as disclosed in the SEC Reports, as of the date hereof, the Issuer had no outstanding indebtedness and will not have any outstanding long-term indebtedness as of the Closing Date.

(i)                 The Issuer is in compliance with all applicable laws and has not received any written communication from a governmental entity that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

(j)                 The issued and outstanding Class A Ordinary Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on Nasdaq under the symbol “ITHX” (it being understood that the trading symbol will be changed in connection with the Transaction). There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by Nasdaq or the Commission with respect to any intention by such entity to deregister the Class A Ordinary Shares or prohibit or terminate the listing of the Class A Ordinary Shares on Nasdaq, excluding, for the purposes of clarity, the customary ongoing review by Nasdaq of the Issuer’s continued listing application in connection with the Transactions. The Issuer has taken no action that is designed to terminate or is reasonably expected to result in the termination of the registration of the Class A Ordinary Shares under the Exchange Act or the listing of the Class A Ordinary Shares on Nasdaq and is in compliance in all material respects with the listing requirements of Nasdaq.

(k)                Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement and each of the Other Subscribers under their respective Other Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Acquired Shares or the Other Acquired Shares by the Issuer to Subscriber and to the Other Subscribers, as applicable, in the manner contemplated by this Subscription Agreement and the Other Subscription Agreements. The Acquired Shares and the Other Acquired Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

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(l)                 Each report, statement and form (including exhibits and other information incorporated therein) filed by the Issuer with the Commission under Sections 13(a), 14(a) or 15(d) of the Exchange Act or filed pursuant to the Securities Act since its initial registration of the Class A Ordinary Shares (the “SEC Reports”) when filed complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder. None of the SEC Reports filed under the Exchange Act or the Securities Act (except to the extent that information contained in any SEC Report has been superseded by a later timely filed SEC Report) contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of any SEC Report that is a registration statement, or included, when filed, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in the case of all other SEC Reports. The Issuer has timely filed each SEC Report that the Issuer was required to file with the Commission since its inception. There are no material outstanding or unresolved comments in comment letters from the Commission staff with respect to any of the Issuer’s SEC Reports. In addition, the Issuer has made available to Subscriber (including via the Commission’s EDGAR system) a copy of the SEC Reports since its initial registration of the Class A Ordinary Shares with the Commission. Each of the financial statements (including, in each case, any notes thereto) of the Issuer contained in the SEC Reports was prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by the Quarterly Report on Form 10-Q of the Commission), each complied in all material respects with the rules and regulations of the Commission with respect thereto as in effect at the time of filing and each fairly presents, in all material respects, the financial position, results of operations and cash flows of the Issuer as at the respective dates thereof and for the respective periods indicated therein.

(m)              Except for such matters as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there is no (i) investigation, action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of the Issuer, threatened against the Issuer or Target or (ii) judgment, decree, injunction, ruling or order of any governmental entity outstanding against the Issuer or Target.

(n)                Except for placement fees payable to the Placement Agents, the Issuer has not paid, and is not obligated to pay, any brokerage, finder’s or other fee or commission in connection with its issuance and sale of the Acquired Shares, including, for the avoidance of doubt, any fee or commission payable to any equityholder or affiliate of the Issuer and such relationships shall not have any liability on Subscriber. The Issuer is solely responsible for the payment of any fees, costs, expenses and commissions of the Placement Agents.

(o)                Except as provided in this Subscription Agreement and the Other Subscription Agreements, none of the Issuer, its subsidiaries or any of their affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Acquired Shares under the Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the Securities Act or otherwise.

(p)                Neither the Issuer nor any of its subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does the Issuer or any subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration.  

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(q)                The Issuer has not entered into any side letter or similar agreement with any Other Subscriber or any other investor relating to such Other Subscriber’s or other investor’s direct or indirect investment in the Issuer, other than the Business Combination Agreement, the Other Subscription Agreements, the Registration Rights Agreement (as defined below) to the extent that an Other Subscriber is party thereto, or any side letter or similar agreement unrelated to such Acquired Shares or whose terms and conditions are not materially more advantageous to such Other Subscriber than Subscriber hereunder (other than terms particular to the legal or regulatory requirements of such Other Subscriber or its affiliates or related persons). The Other Subscription Agreements reflect the same Per Share Price and other material terms and conditions with respect to the purchase of the Other Acquired Shares that are no more favorable to such Other Subscriber thereunder than the terms and conditions of this Subscription Agreement (other than terms particular to the legal or regulatory requirements of such Other Subscriber or its affiliates or related persons). The Other Subscription Agreements have not been amended in any material respect following the date of this Subscription Agreement.

(r)                 The Issuer is not, and immediately after receipt of payment for the Acquired Shares, and consummation of the Transactions, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(s)                 There has been no action taken by the Issuer, or, to the knowledge of the Issuer, any officer, director, equityholder, manager, employee, agent or representative of the Issuer, in each case, acting on behalf of the Issuer, in violation of any applicable Anti-Corruption Laws (as herein defined), (i) the Issuer has not been convicted of violating any Anti-Corruption Laws or subjected to any investigation by a governmental authority for violation of any applicable Anti-Corruption Laws, (ii) the Issuer has not conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any governmental authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Laws, and (iii) the Issuer has not received any written notice or citation from a governmental authority for any actual or potential noncompliance with any applicable Anti-Corruption Laws. As used herein, “Anti-Corruption Laws” means any applicable laws relating to corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010, the Anti-Money Laundering Regulations (2020 Revision) of the Cayman Islands, and any similar law that prohibits bribery or corruption.

(t)                 The Class A Ordinary Shares are eligible for clearing through The Depository Trust Company (the “DTC”), through its Deposit/Withdrawal at Custodian (“DWAC”) system, and the Issuer is eligible and participating in the Direct Registration System (“DRS”) of DTC with respect to the Class A Ordinary Shares. The Transfer Agent is a participant in DTC’s Fast Automated Securities Transfer Program.

(u)                The Issuer acknowledges that there have been no, and in issuing the Acquired Shares the Issuer is not relying on any, representations, warranties, covenants and agreements made to the Issuer by Subscriber, any of its officers, directors or representatives or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements expressly stated in this Subscription Agreement.

(v)                Upon the Closing, the Acquired Shares will not be subject to any Transfer Restriction. The term “Transfer Restriction” means any condition to or restriction on the ability of Subscriber to pledge, sell, assign or otherwise transfer the Acquired Shares under any organizational document or agreement of the Issuer, which for the avoidance of doubt excludes the restrictions on transfer described in Section 4(f) hereof with respect to the status of the Acquired Shares as “restricted securities” pending their resale pursuant to an effective registration statement under the Securities Act.

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(w)              The Issuer does not engage in (i) the design, fabrication, development, testing, production or manufacture of one (1) or more “critical technologies” within the meaning of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”) or (ii) the ownership, operation, maintenance, supply, manufacture, or servicing of “covered investment critical infrastructure” within the meaning of the DPA (where such activities are covered by column 2 of Appendix A to 31 C.F.R. Part 800).

(x)                No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Issuer or, to the Issuer’s knowledge, any Issuer Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3), is applicable. “Issuer Covered Person” means, with respect to the Issuer as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1).

4.                   Subscriber Representations and Warranties. Subscriber represents and warrants to Issuer and each Placement Agent that:

(a)                Subscriber is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.

(b)                This Subscription Agreement has been duly authorized, executed and delivered by Subscriber and, assuming that this Subscription Agreement has been duly authorized, executed and delivered by the Issuer, this Subscription Agreement is the valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

(c)                The execution, delivery and performance by Subscriber of this Subscription Agreement, including the consummation of the transactions contemplated hereby, have been duly authorized and approved by all necessary action. Subscriber acknowledges that Subscriber shall be responsible for any of Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement, and that the Issuer nor any of its affiliates has provided any tax advice or any other representation or guarantee, whether written or oral, regarding the tax consequences of the transactions contemplated by this Subscription Agreement.

(d)                The execution, delivery and performance by Subscriber of this Subscription Agreement, including the consummation of the transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber or any of its subsidiaries is a party or by which Subscriber or any of its subsidiaries is bound or to which any of the property or assets of Subscriber or any of its subsidiaries is subject; (ii) Subscriber’s organizational documents or under any law, rule, regulation, agreement or other obligation by which Subscriber is bound; and (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its subsidiaries or any of their respective properties, that, in the case of clauses (i) and (iii), would reasonably be expected to have a material adverse effect on the legal authority or ability of Subscriber to perform in any material respects its obligations hereunder.

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(e)                Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Acquired Shares only for its own account and not for the account of others, or if Subscriber is a “qualified institutional buyer” and is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional buyer” and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any other securities laws of the United States or any other jurisdiction (and shall provide the requested information on Schedule A following the signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the Acquired Shares, unless such newly formed entity is an entity in which all of the equity owners are “accredited investors” (within the meaning of Rule 501(a) under the Securities Act).

(f)                 Subscriber understands that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Acquired Shares have not been registered under the Securities Act or any other securities laws of the United States or any other jurisdiction. Subscriber understands that it is acquiring its entire beneficial ownership interest in the Acquired Shares for Subscriber’s own account for investment purposes only and not with a view to any distribution of the Acquired Shares in any manner that would violate the securities laws of the United States or any other jurisdiction. Subscriber understands that the Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) pursuant to offers and sales that occur in an “offshore transaction” within the meaning of Regulation S under the Securities Act, (iii) pursuant to Rule 144 under the Securities Act (“Rule 144”), provided that all of the applicable conditions thereof (including those set out in Rule 144(i) which are applicable to the Issuer) have been met, or (iv) pursuant to another applicable exemption from the registration requirements of the Securities Act, including pursuant to a private sale effected under Section 4(a)(7) of the Securities Act or applicable formal or informal Commission interpretation or guidance, such as a so-called “4(a)(1) and a half” sale, and that any certificates or book-entry records representing the Acquired Shares shall contain a legend to such effect, which legend shall be subject to removal as set forth herein and in the Registration Rights Agreement, dated the date hereof, by and among the Issuer and other parties thereto (the “Registration Rights Agreement”) (but only to the extent that Subscriber is party to the Registration Rights Agreement, in which case, notwithstanding anything else contained herein to the contrary, Section 5 and 8(c) hereof shall not apply and not be effective with respect to such Subscriber). Subscriber understands and agrees that the Acquired Shares will be subject to the foregoing restrictions and, as a result, Subscriber may not be able to readily resell the Acquired Shares and may be required to bear the financial risk of an investment in the Acquired Shares for an indefinite period of time. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Acquired Shares. By making the representations herein, Subscriber does not agree to hold any of the Acquired Shares for any minimum or other specific term and reserves the right to assign, transfer or otherwise dispose of any of the Acquired Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.

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(g)                Subscriber understands and agrees that Subscriber is purchasing the Acquired Shares directly from the Issuer. Subscriber further acknowledges that there have been no, and in purchasing the Acquired Shares Subscriber is not relying on any, representations, warranties, covenants or agreements made to Subscriber by Deutsche Bank Securities, Inc. and AXIA Capital Markets LLC (individually, a “Placement Agent” and collectively, the “Placement Agents”), the Issuer, or any of their respective affiliates or any control persons, officers, directors, partners, agents or representatives, or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements expressly stated in this Subscription Agreement.

(h)                To the extent applicable to it, Subscriber represents and warrants that its acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under section 406 of the Employee Retirement Income Security Act of 1974, as amended, section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law.

(i)                 In making its decision to purchase the Acquired Shares, Subscriber represents that it has conducted and completed its own independent due diligence and has independently made its own analysis and decision with respect to the Subscription. Subscriber further represents that, except for the representations, warranties, covenants and agreements made by Issuer herein, it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice Subscriber deems appropriate) with respect to the Subscription, the Acquired Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Issuer, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. Subscriber acknowledges and agrees that it has received and had an opportunity to review the offering materials made available to it in connection with the Subscription and such other information as Subscriber deems necessary in order to make an investment decision with respect to the Acquired Shares, including with respect to the Issuer, Target and the Transactions, in each case, made available prior to the date hereof. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the opportunity to ask such questions, receive such answers and obtain such information from the Issuer directly as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Acquired Shares. However, neither any such inquiries, nor any due diligence investigation conducted by Subscriber or any of Subscriber’s professional advisors nor anything else contained herein, shall modify, limit or otherwise affect Subscriber’s right to rely on the Issuer’s representations, warranties, covenants and agreements contained in this Subscription Agreement. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Issuer, Target, the Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing), other than the representations, warranties, covenants and agreements of the Issuer contained in this Subscription Agreement, in making its investment or decision to invest in the Issuer. Subscriber acknowledges and agrees that neither the Placement Agents, nor any of their respective affiliates, has provided Subscriber with any information or advice with respect to the Acquired Shares nor is such information or advice necessary or desired. Neither the Placement Agents nor any of their respective affiliates has made or makes any representation as to the Issuer, Target or the quality or value of the Acquired Shares. On behalf of itself and its affiliates, the Subscriber acknowledges that the Placement Agents shall not have any liability or any obligation to the Subscriber or its affiliates in respect of this Subscription Agreement or the transactions contemplated hereby including, but not limited to, any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Subscriber’s purchase of the Acquired Shares.

(j)                 Subscriber became aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber and the Issuer or by means of contact from one or more of the Placement Agents, and the Acquired Shares were offered to Subscriber solely by direct contact between Subscriber and the Issuer or by contact between Subscriber and one or more Placement Agents. Subscriber did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares offered to Subscriber, by any other means.

(k)                Subscriber acknowledges and agrees that the Placement Agents, and their respective affiliates, are acting solely as placement agents in connection with the Subscription and are not acting as underwriters or in any other capacity and are not and shall not be construed as a financial advisor or fiduciary for Subscriber, the Issuer or any other person or entity in connection with the Subscription; provided, however, that Cantor Fitzgerald & Co. and Union Square Advisors, LLC are acting as financial advisors to the Target in relation to the Transactions and Deutsche Bank Securities, Inc. is acting as a capital markets advisor to the Issuer in relation to the Transactions.

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(l)                 Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares, including those set forth in the SEC Reports. Subscriber has such knowledge and experience in financial, business and private equity matters as to be capable of evaluating the merits and risks of an investment, both in general and with regard to transactions and investment strategies involving a security or securities, including Subscriber’s investment in the Acquired Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision.

(m)               Subscriber represents and acknowledges that, alone, or together with any professional advisor(s), Subscriber has analyzed and considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.

(n)                Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Acquired Shares or made any findings or determination as to the fairness of this investment.

(o)                Subscriber represents and warrants that Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively, “OFAC Lists”) (ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List; (iii) organized, incorporated, established, located, resident or born in, a country or territory that is the target of country-wide or territory-wide economic or trade sanctions (currently Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine), (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under applicable law. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC Lists. Subscriber further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Acquired Shares were legally derived.

(p)                If Subscriber is an employee benefit plan that is subject to Title I of Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, then Subscriber represents and warrants that neither the Issuer, nor any of its affiliates (the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Acquired Shares, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Acquired Shares.

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(q)                At the Purchase Price Payment Date, Subscriber will have sufficient funds to pay the Purchase Price pursuant to Section 2(a).

5.             Registration Rights.

(a)                The Issuer agrees that, as soon as practicable, but in no event later than 30 calendar days after the Closing Date (the “Filing Date”), the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of the Acquired Shares (the “Registration Statement”), and the Issuer shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90^th calendar day (or 120^th calendar day if the Commission notifies the Issuer that it will “review” the Registration Statement) following the Closing and (ii) the 10^th business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Date”); provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of days that the Commission remains closed for operations, provided, further, that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber, the intended method of disposition of the Acquired Shares (which shall be limited to non-underwritten public offerings) and such other information as shall be reasonably requested by the Issuer to effect the registration of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling equityholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided, however, under no circumstances shall Subscriber be required to sign any type of lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Acquired Shares. Any failure by the Issuer to file the Registration Statement by the Filing Date or to cause the effectiveness of such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file or cause the effectiveness of the Registration Statement as set forth above in this Section 5. The Issuer will provide a draft of the Registration Statement to Subscriber for review at least two business days in advance of filing the Registration Statement, and will promptly advise the Subscriber when the Registration Statement has been declared effective by the SEC, provided that, for the avoidance of doubt, in no event shall the Issuer be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that, if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw its Acquired Shares from the Registration Statement. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Acquired Shares by the Subscriber, any Other Acquired Shares by any Other Subscribers or Class A Shares by any other selling equityholder named in the Registration Statement, the Issuer will promptly notify the Subscriber of such event, and such Registration Statement shall register for resale such number of Class A Shares which is equal to the maximum number of Acquired Shares as is permitted by the Commission. In such event, the number of Class A Shares to be registered for Subscriber, such Other Subscriber or other selling equityholder named in the Registration Statement shall be reduced pro rata among all such selling equityholders and as promptly as practicable after being permitted to register additional Acquired Shares under Rule 415 under the Securities Act, the Issuer shall amend the Registration Statement or file with the Commission, as promptly as allowed by the Commission, one or more registration statements to register the resale of those Registrable Securities (as defined below) that were not registered on the initial Registration Statement, as so amended and to cause such amendment or Registration Statement to become effective as promptly as practicable. The Issuer will, at its own expense, use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until all such securities cease to be Registrable Securities. The Issuer will provide all customary and commercially reasonable cooperation necessary to (i) enable Subscriber to resell Registrable Securities pursuant to the Registration Statement or Rule 144, as applicable, (ii) qualify the Registrable Securities for listing on the primary stock exchange on which the Class A Shares are then listed, (iii) update or amend the Registration Statement as necessary to include Registrable Securities and (iv) provide customary notice to holders of Registrable Securities. “Registrable Securities” shall mean, as of any date of determination, the Acquired Shares and any other equity security of the Issuer issued or issuable with respect to the Acquired Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities at the earliest of: (A) when Subscriber ceases to hold any Registrable Securities; (B) the date all Registrable Securities held by Subscriber may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144, and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144, (C) when such securities shall have ceased to be outstanding or (D) three years from the date of effectiveness of the Registration Statement.

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(b)                In the case of the registration, qualification, exemption or compliance effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable request, inform Subscriber as to the status of such registration, qualification, exemption and compliance. At its expense the Issuer shall:

(i)                 except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, for as long as Subscriber continues to hold Registrable Securities;

(ii)               advise Subscriber, as promptly as practicable but in any event, within three business days:

(1)                when a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective amendment thereto has become effective;

(2)                of any request by the Commission for amendments or supplements to any Registration Statement or prospectus included therein or for additional information;

(3)                of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

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(4)                of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Acquired Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(5)                subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus included therein so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (and in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, nonpublic information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (1) through (5) above may constitute material, nonpublic information regarding the Issuer;

(iii)              use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;

(iv)              upon the occurrence of any event contemplated in Section 5(b)(ii)(5), except for such times as the Issuer is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Acquired Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(v)                use its commercially reasonable efforts to cause all Acquired Shares to be listed on the primary securities exchange or market, if any, on which the Class A Shares issued by the Issuer have been listed;

(vi)              allow Subscriber to review and consent to disclosure specifically regarding Subscriber in the Registration Statement on reasonable advance notice (which consent shall not be unreasonably withheld); and

(vii)             use its commercially reasonable efforts to take all other steps reasonably necessary to effect the registration of the Acquired Shares and, for so long as Subscriber holds Acquired Shares, to enable Subscriber to sell the Acquired Shares under Rule 144.

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(c)                Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay the filing or postpone the effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Issuer’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Issuer in the Registration Statement of material information that the Issuer has a bona fide business purpose or legal obligations for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Issuer’s board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Issuer may not delay or suspend the Registration Statement on more than two occasions or for more than 45 consecutive calendar days, or more than 60 total calendar days, in each case during any 12-month period. Upon receipt of any written notice from the Issuer of the happening of any Suspension Event (which notice shall not contain material non-public information) during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Acquired Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Issuer that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Issuer unless otherwise required by law or subpoena. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Acquired Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Acquired Shares shall not apply (1) to the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (2) to copies stored electronically on archival servers as a result of automatic data back-up. For purposes of this Section 5, “Acquired Shares” shall mean, as of any date of determination, the Acquired Shares purchased hereby and any other equity security issued or issuable with respect to the Acquired Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, including any equity securities received with respect to the Acquired Shares pursuant to the Transactions.

(d)                Subscriber may deliver written notice (an “Opt-Out Notice”) to the Issuer requesting that Subscriber not receive notices from the Issuer otherwise required by this Section 5; provided, however, that Subscriber may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Issuer shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber will notify the Issuer in writing at least two business days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 5(d)) and the related suspension period remains in effect, the Issuer will so notify Subscriber, within one business day of Subscriber’s notification to the Issuer, by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the conclusion of such Suspension Event promptly following its availability.

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(e)                Indemnification.

(i)                 The Issuer shall, notwithstanding the termination of this Subscription Agreement, indemnify and hold harmless, to the fullest extent permitted by law, Subscriber, its directors, officers, employees, agents, trustees, partners, members, managers, equityholders, affiliates, investment advisors and sub-advisors, and each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each of their respective directors, members, officers, employees and agents from and against any and all losses, claims, damages, liabilities, costs and expenses (including, without limitation, any reasonable attorneys’ fees and expenses actually incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) that arise out of or are caused by (A) any untrue or alleged untrue statement of material fact contained in any Registration Statement (or incorporated by reference therein), prospectus included in any Registration Statement (“Prospectus”) or preliminary Prospectus or any amendment thereof or supplement thereto or document incorporated by reference therein or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Issuer by or on behalf of such Subscriber expressly for use therein, or (B) any violation or alleged violation by the Issuer of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 5. The Issuer shall notify Subscriber promptly of the institution, threat or assertion (to the Issuer’s knowledge) of any proceeding arising from or in connection with the Transactions; provided, however, that the indemnification contained in this Section 5(e) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of the Issuer (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Issuer be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in connection with any failure of such person to deliver or cause to be delivered a Prospectus made available by the Issuer in a timely manner or (B) in connection with any offers or sales effected by or on behalf of Subscriber in violation of this Agreement.

(ii)               In connection with any Registration Statement in which Subscriber is participating, Subscriber shall furnish to the Issuer in writing such information as the Issuer reasonably requests for use in connection with any such Registration Statement or Prospectus. In connection with any Registration Statement in which Subscriber is participating, Subscriber agrees, severally and not jointly with any Other Subscriber or other investor that is a party to the Other Subscription Agreements, to indemnify and hold harmless, to the fullest extent permitted by law, the Issuer, its directors and officers and agents and employees and each person or entity who controls the Issuer (within the meaning of Section 15 of the Securities Act) and each of their respective directors, members, officers, employees and agents against any Losses, resulting from or arising out of any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is contained (or not contained in the case of an omission) in and is based on any information or affidavit so furnished in writing by or on behalf of Subscriber expressly for use therein; provided, however, that in no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber from the sale of Acquired Shares pursuant to such Registration Statement giving rise to such indemnification obligation.

(iii)             Any person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent. An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

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(iv)              The indemnification provided under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person of such indemnified party and shall survive the transfer of the Acquired Shares.

(v)                If the indemnification provided under this Section 5(e) from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Losses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that in no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber from the sale of Acquired Shares pursuant to such Registration Statement giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 5(e)(i), 5(e)(ii), 5(e)(iii), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 5(e)(v) from any person who was not guilty of such fraudulent misrepresentation.

(f)                 In the event Subscriber becomes a party to the Registration Rights Agreement, this Section 5 shall not apply and not be effective with respect to such Subscriber. For the avoidance of doubt, the Issuer acknowledges and agrees that Subscriber is not party to the Registration Rights Agreement.

6.                   Termination. This Subscription Agreement shall terminate and be void and of no further force and effect (except for those provisions expressly contemplated to survive termination of this Subscription Agreement in accordance with Section 9(d)), and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof (except with respect to those provisions expressly contemplated to survive termination of this Subscription Agreement in accordance with Section 9(d)), upon the earlier to occur of (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) if any of the conditions to Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to the earlier of the Closing Date or the Outside Date (as defined in the Business Combination Agreement as filed with the Commission on or shortly after the date hereof), and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing or (d) the Outside Date; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover Losses, liabilities or damages arising from such breach. The Issuer shall promptly notify Subscriber in writing (with email being sufficient) of the termination of the Business Combination Agreement. Upon the termination hereof, any monies paid by Subscriber to the Issuer in connection herewith shall promptly (and in any event within one business day) be returned in full to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, without any deduction for or on account of any tax withholding, charges or set-off, whether or not the Transactions shall have been consummated.

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7.                   Additional Agreements and Waivers of Subscriber.

(a)                Trust Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Issuer and one or more businesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated January 27, 2021 (the “January 27, 2021 Prospectus”), available at sec.gov, substantially all of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of its public equityholders and the underwriters of its initial public offering. Except with respect to interest earned on the funds in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the January 27, 2021 Prospectus. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided however, that nothing in this Section 7 shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s (x) record or beneficial ownership of Class A Shares acquired by any means other than pursuant to this Subscription Agreement or (y) redemption rights in connection with the Transactions with respect to any shares of Class A Shares of the Issuer owned by such Subscriber. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Acquired Shares pursuant to the Issuer’s organizational documents in connection with the Transactions or any other business combination, any subsequent liquidation of the Trust Account or the Issuer or otherwise. In the event Subscriber has any claim against the Issuer as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim solely against the Issuer and its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account. This paragraph shall survive any termination of this Subscription Agreement.

(b)                No Hedging. Subscriber hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, shall execute any short sales (as such term is defined in Regulation SHO under the Exchange Act, 17 CFR 242.200) or engage in other hedging transactions of any kind directly with respect to the Acquired Shares during the period from the date of this Subscription Agreement through the Closing (or such earlier termination of this Subscription Agreement). Notwithstanding anything to the contrary set forth herein, nothing in this Section 7(b) shall prohibit any entities under common management or that share an investment adviser with the Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the transactions contemplated hereby (including Subscriber’s controlled affiliates and/or affiliates) from entering into any short sales or engaging in other hedging transactions; and in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, this Section 7(b) shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Shares covered by this Subscription Agreement. The Issuer acknowledges and agrees that, notwithstanding anything herein to the contrary, the Acquired Shares may be pledged by Subscriber in connection with a bona fide margin agreement, provided that such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of the Acquired Shares shall not be required to provide the Issuer with any notice thereof; provided, however, that neither the Issuer nor its counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Acquired Shares are not subject to any contractual lock up or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by the Issuer in all respects.

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8.                   Issuer’s Covenants.

(a)                Except as contemplated herein, the Issuer, its subsidiaries and their respective controlled affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares under the Securities Act.

(b)                With a view to making available to Subscriber the benefits of Rule 144 or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, for so long as Subscriber holds Acquired Shares to:

(i)                 make and keep public information available, as those terms are understood and defined in Rule 144;

(ii)               file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and

(iii)             furnish to Subscriber, promptly upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer (public availability on the Commission’s EDGAR system (or successor system) being sufficient) and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration.

(c)                As of immediately prior to the First Merger the Issuer agrees that the authorized capital stock of the Issuer will consist of (i) 1,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”) and (ii) 110,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), including (1) 100,000,000 Class A Shares and (2) 10,000,000 Class B Shares. As of immediately prior to the First Merger, the Issuer agrees that (i) no shares of Preferred Stock will be issued and outstanding, (ii) 24,825,000 Class A Shares will be issued and outstanding, (iii) 6,037,500 Class B Shares will be issued and outstanding and (iv) 12,412,000 redeemable warrants and 337,500 private placement warrants will be outstanding, none of which are exercisable on or prior to the Closing. As of immediately prior to the First Merger, the Issuer covenants that all (i) issued and outstanding Class A Shares and Class B Shares will be duly authorized and validly issued, fully paid and non-assessable and will not be subject to and will not be issued in violation of any preemptive rights and (ii) outstanding warrants will be duly authorized and validly issued, fully paid and will not subject to and will not be issued in violation of any preemptive rights. Except as set forth above and pursuant to the Other Subscription Agreements and the Business Combination Agreement, the Issuer agrees that there will be no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Issuer any shares of Common Stock or other equity interests in the Issuer, or securities convertible into or exchangeable or exercisable for such equity interests. As of immediately prior to the First Merger, other than Merger Sub I and Merger Sub II, the Issuer will not have any subsidiaries and will not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. As of immediately prior to the First Merger, the Issuer agrees there will be no stockholder agreements, voting trusts or other agreements or understandings to which the Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other than (i) as set forth in the SEC Reports (as defined below) and (ii) as contemplated by the Business Combination Agreement. Except as disclosed in the SEC Reports, as of immediately prior to the First Merger, the Issuer agrees that it will not have any outstanding indebtedness and will not have any outstanding long-term indebtedness as of the Closing Date.

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(d)                The Issuer will use its commercially reasonable efforts to cause the issued and outstanding Class A Shares to be registered pursuant to Section 12(b) of the Exchange Act, and to be listed for trading on Nasdaq under the symbol “ITHX” (it being understood that the trading symbol will be changed in connection with the Transaction).

(e)                The Issuer will use its commercially reasonable efforts to cause the Class A Shares to be eligible for clearing through the DTC, through its DWAC system, and the Issuer will us its commercially reasonable efforts to be eligible and participate in the DRS of DTC with respect to the Class A Shares.

(f)                 Upon request of the Subscriber, the Issuer shall use its commercially reasonable efforts to promptly cause the removal of the legend described in Section 4(f) and to issue a certificate or a book entry record without such legend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Acquired Shares are registered for resale pursuant to an effective registration statement under the Securities Act, upon the sale thereof, (ii) the Acquired Shares are sold pursuant to Rule 144, or (iii) the Acquired Shares can be sold, assigned or transferred without restriction or current public information requirements pursuant to Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and any requirement for the Issuer to be in compliance with the current public information required under Rule 144(c) or Rule 144(i), as applicable, and in each case, the holder provides the Issuer with an undertaking to effect any sales or other transfers in accordance with the Securities Act. With respect to a sale pursuant to the foregoing clause (ii), the Issuer shall use its commercially reasonable efforts to cause the removal of such legend within three business days of receipt of Subscriber’s request, provided that the Subscriber has provided such customary representations and other documentation in connection therewith. The Issuer shall be responsible for the fees of the Transfer Agent, counsel to the Issuer, and all DTC fees associated with such issuance and Subscriber shall be responsible for all other fees and expenses (including, without limitation, any applicable broker fees, fees and disbursements of their legal counsel and any applicable transfer taxes). The Issuer shall use its commercially reasonable efforts at its own expense to cause its legal counsel to deliver an opinion, if necessary, to DTC or the Transfer Agent in connection with the instruction under in this Section 8(c) to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, in each case upon the receipt of customary representations and other documentation, if any, from the Subscriber as reasonably requested by the Issuer, its counsel, DTC or Transfer Agent, establishing that restrictive legends are no longer required.

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9.                   Miscellaneous.

(a)                Each party hereto acknowledges that the other party hereto and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, each party hereto agrees to promptly notify the other party hereto and the Placement Agents if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein with respect to it are no longer accurate in all material respects. Subscriber and the Issuer further acknowledge and agree that each of the Placement Agents is a third-party beneficiary with the right to enforce Section 3, Section 4 and Section 9 of this Subscription Agreement on its behalf and not, for the avoidance of doubt, on behalf of the Issuer, and that each of the Placement Agents will rely on the acknowledgments, understandings, agreements, representations and warranties made by Subscriber and Issuer contained in this Subscription Agreement.

(b)                Each of the Issuer, the Subscriber and the Placement Agents (with respect to Section 3, Section 4 and Section 9), is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Each of the Placement Agents is entitled to rely upon the representations, warranties, agreements and covenants of the Issuer and Subscriber in this Subscription Agreement.

(c)                This Subscription Agreement may not be transferred or assigned without the prior written consent of each of the other parties hereto. Notwithstanding the foregoing, this Subscription Agreement and any of Subscriber’s rights and obligations hereunder may be assigned to one or more affiliates of the Subscriber or to any fund or account managed by the same investment manager or investment advisor as Subscriber or by an affiliate of such investment manager or investor advisor, without the prior consent of the Issuer, provided that such assignee(s) agrees in writing to be bound by the terms hereof. Upon such assignment by a Subscriber, the assignee(s) shall become Subscriber hereunder and have the rights and obligations provided for herein to the extent of such assignment; provided further that, no assignment shall relieve the assigning party of any of its obligations hereunder, including any assignment to any fund or account managed by the same investment manager or investment advisor as Subscriber or by an affiliate of such investment manager or investment advisor, unless consented to in writing by the Issuer (such consent not to be unreasonably conditioned, delayed or withheld). Neither this Subscription Agreement nor any rights that may accrue to the Issuer hereunder or any of the Issuer’s obligations may be transferred or assigned other than pursuant to the Transactions.

(d)                All of the representations and warranties contained in this Subscription Agreement shall survive the Closing. All of the covenants and agreements made by each party in this Subscription Agreement shall survive the Closing until the applicable statute of limitations or in accordance with their respective terms.

(e)                The Issuer may request from Subscriber such additional information as the Issuer may deem reasonably necessary to evaluate the eligibility of Subscriber to acquire the Acquired Shares, and Subscriber shall provide such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal policies and procedures; provided, that, the Issuer agrees to keep any such information provided by Subscriber confidential; provided, further, that upon receipt of such additional information, the Issuer shall be allowed to convey such information to each Placement Agent but shall cause such Placement Agent to keep the information confidential, except as may (x) be required by applicable law, rule, regulation, (y) requested by governmental, regulatory or self-regulatory body, or (z) required in connection with any legal proceeding.

(f)                 This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by each of the parties hereto. This Subscription Agreement may not be waived except by an instrument in writing, signed by the party against whom enforcement of such waiver is sought.

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(g)                This Subscription Agreement and, if applicable, the Registration Rights Agreement (including the schedules hereto and thereto) constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.

(h)                Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(i)                 If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

(j)                 This Subscription Agreement may be executed in two or more counterparts (including by electronic means), all of which shall be considered one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

(k)                Except as otherwise provided in this Subscription Agreement, each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated by this Subscription Agreement.

(l)                 The Issuer shall be solely responsible for the fees of the Placement Agents, Transfer Agent, the escrow agent, stamp taxes and all of DTC’s fees associated with the issuance of the Acquired Shares.

(m)              Subscriber understands and agrees that (i) no disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection with the offer and sale of the Acquired Shares, (ii) none of the Placement Agents, nor any of their respective affiliates, nor any control persons, directors, officers, employees, agents or representatives of any of the foregoing has made any independent investigation with respect to the Issuer, Target, or their subsidiaries or any of their respective businesses, the Transactions or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Issuer, and (iii) in connection with the issue and purchase of the Acquired Shares, the Placement Agents have not acted as Subscriber’s financial advisor, tax advisor or fiduciary.

(n)                Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) upon receipt of an appropriate electronic answerback or confirmation when so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently designate by notice given hereunder), (iii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iv) five business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

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if to Subscriber, to such address or addresses set forth on the signature page hereto;

if to the Issuer, to:

ITHAX Acquisition Corp.
555 Madison Avenue
New York, NY 10022
Attention: Orestes Fintiklis, Chief Executive Officer
Email: orestes@ithacacapitalpartners.com

with a required copy (which copy shall not constitute notice) to:

Reed Smith LLP
599 Lexington Avenue of
New York, NY 10022
Attention: Lynwood E. Reinhardt, Esq.; Panos Katsambas, Esq.
Email: lreinhardt@reedsmith.com; pkatsambas@reedsmith.com

and a required copy (which copy shall not constitute notice) to:

Mondee Holdings II, Inc.
951 Mariners Island Blvd, Ste. 130

San Mateo, CA 94404
Attention: Dan Figenshu, Chief Financial Officer

Email: dan.figenshu@mondee.com

Kirkland & Ellis LLP
1601 Elm Street

Dallas, TX 75201
Attention: Michael Considine, P.C.

Email: michael.considine@kirkland.com

and

Kirkland & Ellis LLP
2049 Century Park E., 37^th Floor

Los Angeles, CA 90067

Attention: Michele Cumpston,

Email: michele.cumpston@kirkland.com

(o)                The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.

(p)                This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.

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THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE (OR TO THE EXTENT SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF DELAWARE), OR THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A DELAWARE STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 9(n) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, PLACEMENT AGENTS OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9(p).

(q)                If, any change in the Class A Ordinary Shares or Class A Shares, as applicable, shall occur between the date hereof and immediately prior to the Closing by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, the number of Acquired Shares issued to Subscriber and the Per Share Price shall be appropriately adjusted to reflect such change.

-25-

(r)                 The Issuer shall, by 9:00 a.m., New York City time, on the second business day immediately following the date of this Subscription Agreement, file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements, the Transactions and any other material, nonpublic information that the Issuer has provided to Subscriber any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the Issuer’s knowledge, Subscriber shall not be in possession of any material, non-public information received from the Issuer or any of its officers, directors or employees or agents and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with the Issuer, the Placement Agents or any of their respective affiliates. Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer (i) shall not, and shall cause the Placement Agents and the Target not to, disclose the name or identity of Subscriber or any of its affiliates or its investment adviser, or include the name of Subscriber or any of its affiliates or its investment adviser, without the prior written consent of Subscriber, in any press release or marketing materials and (ii) shall not disclose the name or identify of Subscriber or any of its affiliates or its investment adviser, or include the name of Subscriber or any of its affiliates or its investment adviser, without the prior written consent of Subscriber, in any filing with the Commission or any regulatory agency or trading market, except with respect to this clause (ii) as required by state or federal securities law, any governmental authority or stock exchange rule, in which case the Issuer shall provide Subscriber with prior written notice of such disclosure permitted hereunder.

(s)                 Each party hereto agrees for the express benefit of each Placement Agent and their respective affiliates, control persons, officers, directors, employees, partners, agents and representatives that:

(i)                 none of the Placement Agents (or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives) (1) shall be liable to Subscriber, the Issuer, the Target or any Other Subscriber pursuant to this Subscription Agreement, an Other Subscription Agreement or any other agreement related to the private placement of shares of the Issuer’s capital stock for any action, including any improper payment made in accordance with the information provided by the Issuer, heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Acquired Shares; (2) makes any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Issuer pursuant to this Subscription Agreement or the Business Combination Agreement or any agreement contemplated therein, or in connection with any of the Transactions; or (3) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Subscription Agreement, the Business Combination Agreement or any agreement contemplated therein, or (y) for anything which any of them may do or refrain from doing in connection with this Subscription Agreement, the Business Combination Agreement or any agreement contemplated therein, except for such party’s own gross negligence, willful misconduct or bad faith.

(ii)               Issuer agrees for the express benefit of each Placement Agent and their respective affiliates, control persons, officers, directors, employees, partners, agents and representatives that (x) none of the Placement Agents (or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives) has any duties or obligations other than those specifically set forth in the engagement letter between the Issuer and such Placement Agent (an “Engagement Letter”); and (y) each Placement Agent, their respective affiliates and their respective representatives shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the Issuer, and (2) be indemnified by the Issuer for acting as Placement Agent hereunder pursuant the indemnification provisions set forth in the applicable Engagement Letter.

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(t)                 The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under any Other Subscription Agreement or other investor under the Other Subscription Agreements. The decision of Subscriber to purchase the Acquired Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Issuer, the Target or any of their respective subsidiaries that may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The decision of each Other Subscriber to purchase Other Acquired Shares pursuant to an Other Subscription Agreement has been made by such Other Subscriber independently of Subscriber and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Issuer, the Target or any of their respective subsidiaries which may have been made or given by Subscriber. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and any Other Subscribers or other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and any Other Subscribers or other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Acquired Shares or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.

(u)                The headings herein are for convenience only, do not constitute a part of this Subscription Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Subscription Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. Unless the context otherwise requires, (i) all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits contained in or attached to this Subscription Agreement, (ii) each accounting term not otherwise defined in this Subscription Agreement has the meaning assigned to it in accordance with GAAP, (iii) words in the singular or plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (iv) the use of the word “including” in this Subscription Agreement shall be by way of example rather than limitation, and (v) the word “or” shall not be exclusive. For ease of administration, this single Subscription Agreement may be executed so as to enable each Subscriber identified on the signature page to enter into a Subscription Agreement, severally, but not jointly. The parties agree that no Subscriber listed on the signature page shall have any liability under the Subscription Agreement for the obligations of any Other Subscriber so listed.

[Signature pages follow.]

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IN WITNESS WHEREOF, each of the Issuer and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

ITHAX ACQUISITION CORP.
By:
Name:	Orestes Fintiklis
Title:	Chief Executive Officer

Date:  December 20, 2021

Signature Page to
Subscription Agreement

SUBSCRIBER:
Signature of Subscriber:		Signature of Joint Subscriber, if applicable:
By:		By:
Name:		Name:
Title:		Title:

Date:  _________________________, 20__

Name of Subscriber:	Name of Joint Subscriber, if applicable:
(Please print. Please indicate name and capacity of person signing above)	(Please print. Please indicate name and capacity of person signing above)
Name in which securities are to be registered (if different)
Email Address:
If there are joint investors, please check one:
¨ Joint Tenants with Rights of Survivorship
¨ Tenants-in-Common
¨ Community Property

Subscriber’s EIN:  ___________________________________________	Joint Subscriber’s EIN:
Business Address-Street:	Mailing Address-Street (if different):
City, State, Zip:	City, State, Zip:
Attn:	Attn:
Telephone No.: ________________________________________________	Telephone No.: ________________________________________________
Facsimile No.: ________________________________________________________	Facsimile No.: _________________________________________________
Aggregate Number of Acquired Shares subscribed for:
_________________
Aggregate Purchase Price: $_______________

You must pay the Purchase Price by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice.

Number of Acquired Shares subscribed for and aggregate Purchase Price accepted and agreed to as of this ____ day of ________, 20__, by:

ITHAX ACQUISITION CORP.  

By:
Name:	Orestes Fintiklis
Title:	Chief Executive Officer

Signature Page to
Subscription Agreement

SCHEDULE A
ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

A.	QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the applicable subparagraphs):
	1.	¨ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).
	2.	¨ We are subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB.

*** OR ***

B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS (Please check each of the following subparagraphs):
	1.	¨ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor”.
	2.	¨ We are not a natural person.

*** AND ***

C.	AFFILIATE STATUS (Please check the applicable box)
	SUBSCRIBER:
	¨	is:
	¨	is not:

an “affiliate” (as defined in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of the Issuer.

FINRA Rule 4512(c) states that an “institutional account” shall mean any person who comes within any of the below listed categories. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “institutional account.”

¨ a bank, savings and loan association, insurance company or registered investment company;

¨ an investment adviser registered either with the Commission under Section 203 of the Investment Advisers Act or with a state securities commission (or any agency or office performing like functions); or

¨ any other person (whether a natural person, corporation, partnership, trust or otherwise) with total assets of at least $50 million.

This page should be completed by Subscriber
and constitutes a part of the Subscription Agreement.

Schedule A-1

Rule 501(a), in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the Issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below that apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”

¨ Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;

¨ Any broker or dealer registered pursuant to section 15 of the Exchange Act;

¨ An investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state;

¨ An investment adviser relying on the exemption from registering with the Securities and Exchange Commission under section 203(l) or (m) of the Investment Advisers Act of 1940;

¨ Any insurance company as defined in section 2(a)(13) of the Securities Act;

¨ Any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of the Securities Act;

¨ Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958;

¨ A Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;

¨ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

¨ Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

¨ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

¨ Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

This page should be completed by Subscriber
and constitutes a part of the Subscription Agreement.

Schedule A-2

¨ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act;

¨ An entity, of a type not listed in any of the foregoing paragraphs, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

¨ A “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;

¨ A “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1), of a family office meeting the requirements in the foregoing paragraph and whose prospective investment in the issuer is directed by such family office pursuant to clause (iii) in the foregoing paragraph;

¨ Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000.  For purposes of calculating a natural person’s net worth: (a) the person’s primary residence must not be included as an asset; (b) indebtedness secured by the person’s primary residence up to the estimated fair market value of the primary residence must not be included as a liability (except that if the amount of such indebtedness outstanding at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess must be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the residence must be included as a liability;

¨ Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

¨ Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests.

EX-10.3

Exhibit 10.3

SPONSOR SUPPORT AGREEMENT

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”).

WHEREAS, concurrently with the execution of this Agreement, SPAC, 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 the Company, are entering into a Business Combination Agreement, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “BCA”; capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the BCA), pursuant to which, among other things, SPAC and the Company shall enter into a business combination;

WHEREAS, as of the date hereof, the Sponsor owns beneficially and of record 465,000 Ithax Class A Ordinary Shares and 6,037,500 Ithax Class B Ordinary Shares (such Ithax Class A Ordinary Shares and Ithax Class B Ordinary Shares are collectively referred to herein as the “Sponsor SPAC Shares”); and

WHEREAS, in order to induce SPAC, and the Company to enter into the BCA and to consummate the Transactions, each of the Sponsor, SPAC and the Company desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the each of the Sponsor, the Company and SPAC hereby agree as follows:

1.Voting Obligations. The Sponsor, by this Agreement, with respect to the Sponsor SPAC Shares (together with any other equity securities of SPAC that Sponsor acquires record or beneficial ownership of after the date hereof and prior to the Closing, other than the shares of Ithax Common Stock acquired by the Sponsor pursuant to the Private Placements, collectively, the “Subject SPAC Equity Securities”), hereby agrees during the term of this Agreement (i) to vote (or cause to be voted) or execute and deliver a written consent (or cause a written consent to be executed and delivered), at any meeting of shareholders of SPAC, including the Ithax Shareholders’ Meeting, however called, or any adjournment thereof, and in any action by written consent of the shareholders of SPAC, or in any other circumstance in which the vote, consent or other approval of the shareholders of SPAC is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of such holder’s Subject SPAC Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of the Subject SPAC Equity Securities held by the Sponsor at such time (a) in favor of the approval and adoption of the BCA and the approval of the Transactions and the other Ithax Proposals and (b) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SPAC, Merger Sub I or Merger Sub II under the BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated, (ii) not to redeem, elect to redeem or tender or submit any of its Subject SPAC Equity Securities for redemption in connection with the BCA or the Transactions (iii) not to commit or agree to take any action inconsistent with the foregoing and (iv) to comply with and fully perform all of its obligations, covenants, and agreements set forth in that certain Letter Agreement dated as of January 27, 2021, by and among SPAC, its officers, its directors, and Sponsor (the “Voting Letter Agreement”), (v) not to modify or amend any agreement, contract or arrangement between or among Sponsor and any Affiliate of such Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of SPAC’s Subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof. The Sponsor acknowledges receipt and review of a copy of the BCA and this Agreement and has had the opportunity to consult with its tax and legal advisors.

2.Registration Rights Agreement. At the Closing, the Sponsor and Holders (as defined therein) shall deliver to SPAC a duly executed copy of that certain Registration Rights Agreement, by and among SPAC, the Sponsor, Mondee and the additional signatories thereto, in substantially the form attached as Exhibit H to the BCA.

3.Waiver of Redemption Rights. The Sponsor agrees during the term of this Agreement not to (a) demand that SPAC redeem the Subject SPAC Equity Securities held by the Sponsor or (b) otherwise participate in any such redemption by tendering or submitting any of the Subject SPAC Equity Securities held by the Sponsor for redemption.

4.Waiver of Anti-Dilution Provision. The Sponsor, solely in connection with and only for the purpose of the Transactions, hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, its rights to the treatment of its Sponsor SPAC Shares as set forth in Article 37 of the amended and restated memorandum and articles of association, in connection with the Transactions, and agrees not to assert or perfect any rights to adjustment or other anti-dilution protections with respect thereto.

5.Transfer of Sponsor SPAC Shares. The Sponsor agrees during the term of this Agreement that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), pledge, dispose of or otherwise encumber any of the Subject SPAC Equity Securities held by the Sponsor or otherwise agree to do any of the foregoing, (b) deposit any Subject SPAC Equity Securities held by the Sponsor into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any Subject SPAC Equity Securities held by the Sponsor that is inconsistent with the provisions of this Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Subject SPAC Equity Securities held by the Sponsor; provided, that the foregoing shall not prohibit the transfer of such Subject SPAC Equity Securities to an affiliate of Sponsor, but only if such affiliate of the Sponsor shall execute this Agreement or a joinder agreeing to become a party to this Agreement.

6.Share Forfeiture. In connection with the consummation of the Transactions, if the Company waives in writing the condition set forth in Section 7.03(e) of the BCA, the Sponsor, immediately prior to the First Effective Time, shall have automatically, without any further action on the part of Sponsor, forfeited and surrendered, or shall cause the forfeiture and surrender, to SPAC, for no consideration, of 603,750 of its Ithax Class B Ordinary Shares. The Sponsor hereby agrees to take, and authorizes SPAC to take, such actions as shall be necessary to evidence such surrender and forfeiture, if applicable, of such Ithax Class B Ordinary Shares, as of immediately prior to the First Effective Time. If, between the date of this Agreement and the Closing the outstanding Ithax Class B Ordinary Shares shall have been changed into a different number of shares or a different class, by reason of any dividend, subdivision, reclassification, recapitalization, split, combination or exchange, or any similar event shall have occurred (including any of the foregoing in connection with the Domestication or the First Merger), then the number of Ithax Class B Ordinary Shares to be forfeited hereunder, will be equitably adjusted to reflect such change. The obligations specified in this Section 6 shall be applicable only in connection with the Transactions contemplated by the BCA and this Agreement and shall be void and of no force and effect if the BCA shall be terminated for any reason.

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7.Representations and Warranties. The Sponsor hereby represents and warrants to SPAC and the Company as follows:

(a)The execution, delivery and performance by the Sponsor of this Agreement and the consummation by the Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order applicable to the Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, on the part of the Sponsor, (iii) result in the creation of any encumbrance on any Subject SPAC Equity Securities held by the Sponsor (other than under this Agreement, the BCA and the agreements contemplated by the BCA, including the other Ancillary Agreements) or (iv) conflict with or result in a breach of or constitute a default under any provision of the Sponsor’s governing documents.

(b)As of the date of this Agreement, the Sponsor owns exclusively of record and has good and valid title to the Sponsor SPAC Shares free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than pursuant to (i) this Agreement, (ii) applicable securities laws, and (iii) the governing documents of the Sponsor or SPAC, and as of the date of this Agreement, subject to those limitations described in SPAC’s prospectus, dated January 27, 2021, and filed by SPAC with the SEC on January 8, 2021, the Sponsor has the sole power (as currently in effect) to vote and right, power and authority to sell, transfer and deliver the Sponsor SPAC Shares held by the Sponsor. As of the date hereof, Sponsor holds no other equity interest in SPAC other than the Sponsor SPAC Shares.

(c)The Sponsor has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized, executed and delivered by the Sponsor.

8.Termination. Subject to the immediately following sentence, this Agreement and the obligations of the Sponsor under this Agreement shall automatically terminate upon the earlier of: (a) the Closing and (b) the termination of the BCA in accordance with its terms. Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided that (i) nothing in this Section 8 shall relieve any party from liability for fraud or willful breach of this Agreement occurring prior to its termination and (ii) the provisions of this Section 8 and Section 9 (other than Section 9(i)) shall survive any termination of this Agreement.

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9.      Miscellaneous.

(a)All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or email or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9(a)):

If to the Sponsor, to:

ITHAX Acquisition Sponsor LLC

555 Madison Avenue, Suite 11A

New York, NY 10022
Attention: Orestes Fintiklis
Email: orestes@ithacacapitalpartners.com

with a copy (which shall not constitute notice) to:

Reed Smith LLP

2850 N. Harwood St.

Suite 1500

Dallas, TX 75201

United States

Attention: Lynwood Reinhardt

Email: lreinhardt@reedsmith.com

If to SPAC, to:

ITHAX Acquisition Corp.

555 Madison Avenue, Suite 11A

New York, NY 10022
Attention: Orestes Fintiklis
Email: orestes@ithacacapitalpartners.com

with a copy (which shall not constitute notice) to:

Reed Smith LLP

2850 N. Harwood St.

Suite 1500

Dallas, TX 75201

United States

Attention: Lynwood Reinhardt

Email: lreinhardt@reedsmith.com

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If to the Company, to:

Mondee, Inc.

951 Mariners Island Blvd., Ste 130

San Mateo, CA 94404

Attention: Dan Figenshu
Email: dan.figenshu@mondee.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
1601 Elm Street

Dallas, TX 75201

Attention: Michael Considine, P.C.

Email: MPConsidine@kirkland.com

200 Clarendon Street
Boston, MA 02116

Attention: Alex Lloyd
Email: alex.lloyd@kirkland.com

and

2049 Century Park East, Suite 3700

Los Angeles, CA 90067

Attention: Michele Cumpston
Email: michele.cumpston@kirkland.com

(b)If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the arties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(c)This Agreement (together with the BCA and the other agreements referenced herein and therein) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), by any party without the express written consent of the other parties hereto.

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(d)This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(e)The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the Court of Chancery of the State of Delaware or, if that court does not have jurisdiction, any court of the United States located in the State of Delaware without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the parties hereby further waives (i) any defense in any action for specific performance that a remedy at law would be adequate and (ii) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

(f)This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereby (i) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party, and (ii) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, (x) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (y) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) that (1) the Action in any such court is brought in an inconvenient forum, (2) the venue of such Action is improper or (3) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(g)Each of the parties hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Action directly or indirectly arising out of, under or in connection with this Agreement or transactions contemplated hereby. Each of the parties (i) certifies that no Representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it has been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 9(g).

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(h)This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

(i)Each party hereto shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.

(j) This Agreement shall not be effective or binding upon any party hereto until after such time as the BCA is executed and delivered by SPAC, the Company, Merger Sub I and Merger Sub II.

(k)This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

(l)The Sponsor shall permit and hereby consents to and authorizes SPAC and the Company to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that SPAC or the Company reasonably determines to be necessary in connection with the Mergers or any of the other Transactions, a copy of this Agreement, the Sponsor’s identity and ownership of the Sponsor SPAC Shares held by the Sponsor and the nature of such the Sponsor’s commitments and obligations under this Agreement.

(m)   The Sponsor signs this Agreement solely in its capacity as a shareholder of SPAC. The Sponsor makes no agreement or understanding in this Agreement in its capacity (or in the capacity of any Affiliate, partner or employee of the Sponsor) as a director or officer of SPAC, Merger Sub I or Merger Sub II (if the Sponsor holds such office). Nothing in this Agreement will limit or affect any actions or omissions taken by the Sponsor (or any Affiliate, partner or employee of the Sponsor) in its capacity as a director or officer of SPAC, Merger Sub I or Merger Sub II, and no actions or omissions taken in its capacity (or in the capacity of any Affiliate, partner or employee of the Sponsor) as a director or officer of SPAC, Merger Sub I or Merger Sub II shall be deemed a breach of this Agreement. Nothing in this Agreement will be construed to prohibit, limit or restrict Sponsor (or any Affiliate, partner or employee of the Sponsor) from exercising his or her fiduciary duties as an officer or director of SPAC, Merger Sub I or Merger Sub II.

[Signature page follows]

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IN WITNESS WHEREOF, the Sponsor, the Company and SPAC have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

ITHAX Acquisition Sponsor LLC

By: its managing member Ithaca Capital Partners 6 LLC

By:  /s/Orestes Fintiklis                                               

Name: Orestes Fintiklis

Title:   Director

Mondee Holdings II, Inc.

By:  /s/Prasad Gundumogula                                      

Name: Prasad Gundumogula

Title:   Chief Executive Officer

ITHAX Acquisition Corp.

By:  /s/Orestes Fintiklis                                               

Name: Orestes Fintiklis

Title:   Chief Executive Officer

[Signature Page to Sponsor Support Agreement]

EX-10.4

Exhibit 10.4

STOCKHOLDER SUPPORT AGREEMENT

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”).

WHEREAS, concurrently with the execution of this Agreement, SPAC, 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”), are entering into a Business Combination Agreement, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “BCA”; capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the BCA), pursuant to which, among other things, SPAC and the Company shall enter into a business combination;

WHEREAS, as of the date hereof, the Mondee owns beneficially and of record one (1) share of Company Common Stock (such share of Company Common Stock is referred to herein as the “Mondee Share”); and

WHEREAS, in order to induce SPAC to enter into the BCA and to consummate the Transactions, each of the Mondee and SPAC desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, each of Mondee and SPAC hereby agree as follows:

1.Voting Obligations. Mondee, by this Agreement, with respect to the Mondee Share (together with any other equity securities of the Company that Mondee acquires record or beneficial ownership of after the date hereof and prior to the Closing, collectively the “Subject Mondee Equity Securities”), hereby agrees during the term of this Agreement (i) to vote (or cause to be voted), at any meeting of the stockholders of the Company, and in any action by written consent of the stockholders of the Company (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours, after the Company requests such delivery), or in any other circumstance in which the vote, consent or other approval of the shareholders of the Company is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of such holders Subject Mondee Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of the Subject Mondee Equity Securities held by Mondee at such time (a) in favor of the approval and adoption of the BCA and the approval of the Mergers and the other Transactions and (b) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated and (ii) not to commit or agree to take any action inconsistent with the foregoing. Mondee acknowledges receipt and review of a copy of the BCA and this Agreement and has had the opportunity to consult with its tax and legal advisors.

2.Registration Rights Agreement. At the Closing, Mondee and Holders (as defined therein) shall deliver to SPAC a duly executed copy of that certain Registration Rights Agreement, by and among SPAC, the Sponsor (as defined therein), Mondee and the additional signatories thereto, in substantially the form attached as Exhibit H to the BCA.

3.Transfer of the Mondee Share. Mondee agrees during the term of this Agreement that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), pledge, dispose of or otherwise encumber any of the Subject Mondee Equity Securities held by Mondee or otherwise agree to do any of the foregoing, (b) deposit any Subject Mondee Equity Securities held by Mondee into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any Subject Mondee Equity Securities held by Mondee that is inconsistent with the provisions of this Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Subject Mondee Equity Securities held by Mondee; provided, that the foregoing shall not prohibit the transfer of the Subject Mondee Equity Securities to an affiliate of Mondee, but only if such affiliate of Mondee shall execute this Agreement or a joinder agreeing to become a party to this Agreement.

4.Representations and Warranties. Mondee hereby represents and warrants to SPAC as follows:

(a)The execution, delivery and performance by Mondee of this Agreement and the consummation by Mondee of the transactions contemplated hereby do not and will not (i) conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order applicable to Mondee, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, on the part of Mondee, (iii) result in the creation of any encumbrance on any Subject Mondee Equity Securities held by Mondee (other than under this Agreement, the BCA and the agreements contemplated by the BCA, including the other Ancillary Agreements) or (iv) conflict with or result in a breach of or constitute a default under any provision of Mondee’s governing documents.

(b)As of the date of this Agreement, Mondee owns exclusively of record and has good and valid title to the Mondee Shares free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than pursuant to (i) this Agreement, (ii) applicable securities laws, and (iii) the governing documents of Mondee or the Company, and as of the date of this Agreement, Mondee has the sole power (as currently in effect) to vote and right, power and authority to sell, transfer and deliver the Mondee Share held by Mondee, and neither Mondee nor any of its affiliates own, directly or indirectly, any other shares of Company Common Stock. As of the date hereof, Mondee holds no other equity interest in the Company other than the Mondee Share.

(c)Mondee has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized, executed and delivered by Mondee.

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5.Termination. Subject to the immediately following sentence, this Agreement and the obligations of the Mondee under this Agreement shall automatically terminate upon the earlier of: (a) the First Effective Time and (b) the termination of the BCA in accordance with its terms. Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided that (i) nothing in this Section 5 shall relieve any party from liability for fraud or willful breach of this Agreement occurring prior to its termination and (ii) the provisions of this Section 5 and Section 6 (other than Section 6(i)) shall survive any termination of this Agreement.

6.      Miscellaneous.

(a)All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or email or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6(a)):

If to the Mondee, to:

Mondee, Inc.

951 Mariners Island Blvd., Ste 130

San Mateo, CA 94404

Attention: Dan Figenshu
Email: dan.figenshu@mondee.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
1601 Elm Street

Dallas, TX 75201

Attention: Michael Considine, P.C.

Email: MPConsidine@kirkland.com

200 Clarendon Street
Boston, MA 02116

Attention: Alex Lloyd
Email: alex.lloyd@kirkland.com

and

2049 Century Park East, Suite 3700

Los Angeles, CA 90067

Attention: Michele Cumpston
Email: michele.cumpston@kirkland.com

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If to SPAC, to:

ITHAX Acquisition Corp.

555 Madison Avenue, Suite 11A

New York, NY 10022
Attention: Orestes Fintiklis
Email: orestes@ithacacapitalpartners.com

with a copy (which shall not constitute notice) to:

Reed Smith LLP

2850 N. Harwood St.

Suite 1500

Dallas, TX 75201

United States

Attention: Lynwood Reinhardt

Email: lreinhardt@reedsmith.com

(b)If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the arties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(c)This Agreement (together with the BCA and the other agreements referenced herein and therein) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), by any party without the express written consent of the other parties hereto.

(d)This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(e)The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the Court of Chancery of the State of Delaware or, if that court does not have jurisdiction, any court of the United States located in the State of Delaware without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the parties hereby further waives (i) any defense in any action for specific performance that a remedy at law would be adequate and (ii) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

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(f)This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereby (i) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party, and (ii) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, (x) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (y) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) that (1) the Action in any such court is brought in an inconvenient forum, (2) the venue of such Action is improper or (3) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(g)Each of the parties hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Action directly or indirectly arising out of, under or in connection with this Agreement or transactions contemplated hereby. Each of the parties (i) certifies that no Representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it has been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 6(g).

(h)This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

(i)Each party hereto shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.

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(j)This Agreement shall not be effective or binding upon any party hereto until after such time as the BCA is executed and delivered by SPAC, the Company, Merger Sub I and Merger Sub II.

(k) This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

(l)Mondee shall permit and hereby consents to and authorizes SPAC and the Company to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that SPAC or the Company reasonably determines to be necessary in connection with the SPAC Merger or any of the other Transactions, a copy of this Agreement, Mondee’s identity and ownership of the Mondee Shares held by Mondee and the nature of such Mondee’s commitments and obligations under this Agreement.

(m)   Mondee signs this Agreement solely in Mondee’s capacity as a shareholder of the Company. Mondee makes no agreement or understanding in this Agreement in Mondee’s capacity (or in the capacity of any Affiliate, partner or employee of Mondee) as a director or officer of the Company (if Mondee holds such office). Nothing in this Agreement will limit or affect any actions or omissions taken by Mondee (or any Affiliate, partner or employee of Mondee) in his, her or its capacity as a director or officer of the Company, and no actions or omissions taken in any Mondee’s capacity (or in the capacity of any Affiliate, partner or employee of Mondee) as a director or officer of the Company shall be deemed a breach of this Agreement. Nothing in this Agreement will be construed to prohibit, limit or restrict Mondee (or any Affiliate, partner or employee of Mondee) from exercising his or her fiduciary duties as an officer or director of the Company.

[Signature page follows]

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IN WITNESS WHEREOF, Mondee and SPAC have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Mondee Holdings, LLC

By:  /s/Prasad Gundumogula                                           

Name: Prasad Gundumogula

Title:Chief Executive Officer

ITHAX Acquisition Corp.

By:  /s/Orestes Fintiklis                                                    

Name: Orestes Fintiklis

Title:Chief Executive Officer

[Signature Page to Stockholder Support Agreement]

EX-10.5

Exhibit 10.5

Execution Version 

EARN-OUT AGREEMENT

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).

WHEREAS, Ithax and certain other Persons party thereto entered into that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”); and

WHEREAS, the Business Combination Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Business Combination Agreement, pursuant to which 9,000,000 shares of Ithax Common Stock (such shares, the “Earn-Out Shares”) shall be issued to the Members, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

1.Issuance of Earn-Out Shares. In connection with and upon the First Merger, Ithax shall issue to each Member a number of Earn-Out Shares set forth opposite such Member’s name on Schedule A attached hereto. If, between the date of this Agreement and the Closing or, in the case of Unallocated Shares (as defined below), prior to issuance of such Unallocated Shares, the outstanding Ithax Common Stock shall have been changed into a different number of shares or a different class, by reason of any dividend, subdivision, reclassification, recapitalization, split, combination or exchange, or any similar event shall have occurred (including any of the foregoing in connection with the Domesticiation, First Merger or the Second Merger), then the number of Earn-Out Shares to be issued hereunder, will be equitably adjusted to reflect such change. With respect to any Earn-Out Shares not issued as of the Closing as identified on Schedule A (the “Unallocated Shares”) the then current Chief Executive Officer of the Ithax can allocate such Unallocated Shares to one or more Persons following the Closing by notifying Ithax of such issuance, provided such Person sign a joinder to this Agreement in a form and substance reasonably acceptable to Ithax. The Earn-Out Shares shall be subject to the following terms and conditions:

(a)If, at any time during the four (4) years following the Closing (the “Vesting Period”), the Ithax Common Stock Price exceeds a VWAP of $12.50 per share for any twenty (20) trading days within any thirty (30) trading day period, one-third (1/3) of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture conditions provided for in Section 1(d).

(b)If, at any time during the Vesting Period, the Ithax Common Stock Price exceeds a VWAP of $15.00 per share for any twenty (20) trading days within any thirty (30) trading day period, one-third (1/3) of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture conditions provided for in Section 1(d).

(c)If, at any time during the Vesting Period, the Ithax Common Stock Price exceeds a VWAP of $18.00 per share for any twenty (20) trading days within any thirty (30) trading day period, one-third (1/3) of the Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture conditions provided for in Section 1(d).

(d)The Earn-Out Shares that do not vest in accordance with Section 1(a), Section 1(b) and Section 1(c) or Section 1(f) during the Vesting Period shall be redeemed in view of their cancellation, for a consideration equal to their nominal value and without further right, obligation or liability of any kind or nature on the part of Ithax.

(e)Subject to the limitations contemplated herein, the Members shall be entitled to the voting and dividend rights generally granted to holders of Ithax Common Stock with regard to the Earn-Out Shares; provided that the Earn-Out Shares shall not entitle the Members, without limiting Section 1(f), to any consideration in connection with any sale or other similar transaction and may not be offered, sold, transferred, redeemed, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) by any Member or be subject to execution, attachment or similar process without the consent of Ithax, and shall bear a customary legend with respect to such transfer restrictions. Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of such Earn-Out Shares shall be null and void. Notwithstanding the foreging, transfers, assignments and sales by a Member of the Earn-Out Shares are permitted (i) as a bonafide gift or charitable contribution; (ii) to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of such Member or any other person with whom such Member has a relationship by blood, marriage or adoption not more remote than first cousin; (iii) by will or intestate succession upon the death of the Member; (iv) pursuant to a qualified domestic order, court order or in connection with a divorce settlement; (v) if such Member is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with the Member, or (B) to partners, limited liability company members, Affiliates or stockholders of the Member, including, for the avoidance of doubt, where the Member is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership; (C) by virtue of the laws of the state or jurisdiction of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (vi) pursuant to transactions in the event of completion of a liquidation, merger, consolidation, stock exchange, reorganization, tender offer or other similar transaction which results in all of the corporation’s securityholders having the right to exchange their shares of Common Stock for cash, securities or other property; (vii) to satisfy tax withholding obligations in connection with the exercise of options or warrants to purchase shares of Common Stock of the corporation or the vesting of stock-based awards; or (viii) in the case of an individual, for the purpose of providing collateral security for a loan; provided, however, that in the case of clauses (i) through (iv) these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.

(f)In the event that there is a Company Sale and during the Vesting Period that will result in the holders of Ithax Common Stock receiving a Company Sale Price equal to or in excess of the applicable price per share set forth set forth in Section 1(a), Section 1(b) and Section 1(c), then immediately prior to the consummation of the Company Sale any such vesting of Earn-Out Shares set forth herein that has not previously occurred shall be deemed to have occurred and the holders of such Earn-Out Shares shall be eligible to participate in such Company Sale. Notwithstanding anything to the contrary herein, (x) in the event of any merger, sale, consolidation, recapitalization, equity transfer, restructuring, reorganization or other similar business transaction that does not constitute a Company Sale, any remaining unvested Earn-Out Shares shall not be forfeited, shall remain outstanding, and shall remain subject to the remaining applicable vesting triggering events set forth above in Section 1, and (y) any remaining unvested Earn-Out Shares (not otherwise vested pursuant to Section 1(f)) shall not be forfeited and instead shall be converted into such equity securities of the surviving Person and shall remain subject to the remaining applicable vesting triggering events set forth herein.

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(g) The Parties acknowledge and agree that for U.S. federal income tax and other applicable tax purposes, the Earn-Out Shares are treated as compensation for services. No Member shall take any position that is inconsistent with such treatment. Each Member will promptly inform Ithax of any elections made by the Members under Section 83(b) of the Code with respect to the Earn-Out Shares received by such Member pursuant to this Agreement.

(h)“Beneficially Own” and correlative terms such as “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3 under the Exchange Act and shall be calculated in accordance therewith.

(i)“Company Sale” means (i) any transaction or series of related transactions that results in any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) acquiring equity securities that represent more than 50% of the total voting power of Ithax or (ii) a sale or disposition of all or substantially all of the assets of Ithax and its Subsidiaries on a consolidated basis, in each case other than a transaction or series of related transactions which results in at least 50% of the combined voting power of the then outstanding voting securities of Ithax (or any successor to Ithax) immediately following the closing of such transaction (or series of related transactions) being Beneficially Owned, directly or indirectly, by individuals and entities (or Affiliates of such individuals and entities) who were the Beneficial Owners, respectively, of at least 50% of the equity securities of Ithax immediately prior to such transaction (or series of related transactions).

(j)“Company Sale Price” means the price per share for one (1) share of Ithax Common Stock in a Company Sale, inclusive of any escrows, holdbacks or fixed deferred purchase price, but exclusive of any contingent deferred purchase price, earnouts or the like. If and to the extent the price is payable in whole or in part with consideration other than cash, the price for such non-cash consideration shall be determined as follows: (i) with respect to any securities: (A) the VWAP over a period of 21 days consisting of the day as of which such value is being determined and the 20 consecutive business days prior to such day or (B) if at any time the securities are not listed on any securities exchange or quoted on Nasdaq Capital Market or the over-the-counter market, the value of each such security shall be equal to the fair value thereof as of the date of valuation as determined by an independent, nationally recognized investment banking firm on the basis of an orderly sale to a willing, unaffiliated buyer in an arm’s-length transaction, taking into account all factors determinative of value as the investment banking firm determines relevant and (ii) with respect to any other non-cash assets, the fair value thereof as of the date of valuation as determined by an independent, nationally recognized investment banking firm on the basis of an orderly sale to a willing, unaffiliated buyer in an arm’s-length transaction, taking into account all factors determinative of value as the investment banking firm determines relevant.

(k)“Ithax Common Stock Price” means the closing sale price per share of Ithax Common Stock on Nasdaq Capital Market (or successor U.S. exchange) reported as of 4:00 p.m., New York, New York time on such date by Bloomberg, or if not available on Bloomberg, as reported by Morningstar.

(l)“VWAP” means the volume weighted average price of Ithax Common Stock as defined by the industry standard.

2.Termination. This Agreement shall terminate, and have no further force and effect, if the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing.

3.Incorporation by Reference. Sections 9.04 (Severability), 9.05 (Entire Agreement; Assignment), 9.06 (Parties in Interest), 9.07 (Governing Law; Venue), 9.08 (Waiver of Jury Trial), 9.09 (Construction), 9.10 (Counterparts), 9.11 (Specific Performance) and 9.12 (No Recourse) of the Business Combination Agreement apply to this Agreement mutatis mutandis.

*    *     *    *    *

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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

ITHAX ACQUISITION CORP.
By	/s/Orestes Fintiklis
Name: Orestes Fintiklis
Title: Chief Executive Officer

[Signature Page - Earn-Out Agreement]

NH CREDIT PARTNERS III HOLDINGS L.P.
By: MS Credit Partners III GP L.P., its general partner
By: MS Credit Partners III GP Inc., its general partner
By	/s/William Gassman
Name:  William Gassman
Title:  Executive Director

[Signature Page - Earn-Out Agreement]

FLY OCP LLC
By: Origami Capital Partners, LLC, its Manager
By	/s/Julie Klaff
Name:  Julie Klaff
Title:  Authorized Signatory

[Signature Page - Earn-Out Agreement]

/s/Prasad Gundumogula

Prasad Gundumogula

[Signature Page - Earn-Out Agreement]

Schedule A

Member	Number of Shares
Prasad Gundumogula	6,000,000
NH Credit Partners III Holdings L.P.	375,000
Fly OCP LLC	125,000
Unallocated Shares	2,500,000
Total	9,000,000

EX-99.1

Exhibit 99.1

Mondee, the Technology-First, Fast Growing Travel Market Disruptor, To Go Public Through Business
Combination with ITHAX Acquisition Corporation

- Mondee is a technology-driven, next-generation marketplace delivering exponential growth in a $1 trillion¹ segment of the travel market

- 2015-2019 net revenue organic growth (CAGR) of 41%; 63% including M&A

- Proven business model with historical profitability; over $3 billion in 2019 transaction volume/gross revenue, $177 million adjusted 2019 net revenues, $46 million in adjusted 2019 EBITDA, 26% 2019 EBITDA margin

- Mondee delivers a powerful operating platform, modern ecosystem and some of the best segment-specific content for the growing gig economy, remote workers and value-savvy travelers, mostly in the fast-recovering leisure segment of the travel market

- A market leader with approximately 5% of the private airfare market in North America and significant penetration in the travel agent segment, with a distribution network of 50,000+ leisure travel agents

- All existing Mondee shareholders are rolling 100% of their equity into the combined company

- Post-closing, the combined company is expected to have an implied pro forma equity value of approximately $1 billion; all proceeds are expected to primarily implement an accretive M&A strategy and optimize the company’s capital structure

- The transaction includes $241.5 million cash held in trust by ITHAX Acquisition Corp., as well as a $50 million fully committed, 100% common equity PIPE at $10 per share, the same valuation as ITHAX’s shareholders, anchored by institutional investors including funds affiliated with Morgan Stanley Investment Management, ARCPE, Origami, and strategic investors including Travco and Entertainment Benefits

- Transaction is expected to close in the first half of 2022 and the combined company anticipates being listed on the Nasdaq under the ticker symbol “MOND”

- An investor call and webcast is scheduled for December 20, 2021 at 8:30 am EST

SAN MATEO, CA., and NEW YORK, NY. (December 20, 2021) – Mondee Inc. (“Mondee”), a rapid growth, technology-first travel marketplace with a portfolio of globally recognized brands in the leisure, retail and corporate travel sectors, has entered into a business combination agreement with ITHAX Acquisition Corp. (NASDAQ: ITHX) (“ITHAX”). Upon completion of the transaction, which is expected to occur in the first half of 2022, the combined company will retain the Mondee name and is expected to be traded on The Nasdaq Stock Market, LLC (“Nasdaq”) under the new ticker symbol “MOND”.

Founded in 2011, Mondee is modernizing and disrupting the travel market. Mondee’s technology-led growth strategies have produced a strong financial and market track record, especially within the legacy-anchored travel industry. Mondee is now well-positioned to continue these market growth and financial performance trends by leveraging its agile technology platforms, feature-rich product offerings and segment-targeted content to serve the rapidly accelerating gig economy and next-generation travel demand.

¹ Sources: IBIS, PhocusWright. Outlined in greater depth on page 5 of the investor presentation filed by Mondee on December 20, 2021, which can be found at www.mondee.com.

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Mondee first disrupted the market by providing leisure travel agents with modern technologies and content platforms to transform their legacy systems and better serve the value-savvy traveler, enabling the Company to become a market leader within the growing North America private airfare market. Today, Mondee is rapidly growing its presence in the hotel and car segments, while expanding into cruise and tour offerings. Mondee is now leveraging its market-leading operating system, existing networks and products, and new subscription-based products to become a leading platform serving gig economy workers, small and medium sized corporations, organizations and other closed user groups, making further inroads into the $1 trillion market segment. The Company’s next-generation solutions and comprehensive set of brands include TripPro, Rocketrip, TripPlanet, TripPay and UnPub, which together deploy efficient technology and feature-rich services with access to more segment-specific inventory across low-cost and network air carriers, a broad spectrum of accommodations, and ancillary services, including financial technology, marketing technology, and conversational commerce platforms at far better value than do legacy distribution platforms.

“Mondee developed industry-changing technology that transformed the existing antiquated travel infrastructure with a modern agile platform. Our platform and industry relationships provide the right marketplace with the right tools and the right content offerings to enable and accelerate our customers’ success. Today’s announcement marks the beginning of the next chapter of our growth as the travel market continues to normalize,” said Prasad Gundumogula, Founder and CEO of Mondee. “Mondee’s vision is to transform the entire travel industry, as it already provides ‘travel solutions in a box’ to an extensive network of leisure travel agents, gig-economy workers, corporate and closed membership groups, connecting them seamlessly to a deep pool of airline, hotel, package and ancillary content. The next step in Mondee’s evolution is to continue expanding its content offering by enhancing hospitality options in the vacation rental space and digitizing the cruise and tours segments, while strengthening its distribution program further with subscription-based models for gig economy workers, small and medium sized enterprises, and association members. We are thrilled to partner with the ITHAX team as we look to accelerate our growth across existing channels as well as in new segments, both organically and through M&A.”

“ITHAX launched with a mission to partner with an established travel and hospitality leader with a highly-disruptive yet proven business model, exponential revenue growth and historical EBITDA, and Mondee is precisely that partner,” said Orestes Fintiklis, CEO and Chairman of ITHAX and Founder of Ithaca Capital Partners, a dedicated hospitality and travel private equity investment company. “Mondee has built a disruptive $3 billion travel marketplace (based on 2019 transaction volume) on technology and content platforms that are generating significant revenue growth within a fragmented, massive market. Prasad and his team have demonstrated their ability to execute on successful and synergistic acquisitions, while Mondee’s multi-pronged growth strategy allows it to continue to capitalize on market trends. We are thrilled by the opportunity to work with Prasad and his seasoned team to help bring the company public at a compelling valuation, which we believe will allow investors to capture a great deal of upside from Mondee’s exponential growth. We look forward to supporting Mondee’s next phase of growth through new business development, capital structure enhancements, and the implementation of its accretive M&A strategy.”

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Mondee Highlights

Portfolio of Revolutionary Travel Brands

● TripPro, offering “travel solutions in a box” for gig travel workers, processed 50+ million searches per day and sold 5.4 million flight tickets in 2019

● Rocketrip, acquired in 2020, delivers attractive employee engagement and high value on business travel for corporations

● Subscription services TripPlanet and Unpub offer access to value priced and enhanced services to small and medium sized enterprises and closed-group travelers respectively; TripPlanet already accesses 4+ million users since its launch in the summer of 2021

Leading Position in Massive Market

● $1 trillion estimated addressable market

● $3+ billion in 2019 transaction volume

● Connecting a network of 50,000+ leisure travel agents to 500+ airlines, over 1 million hotel and hospitality accommodations, packaged solutions and ancillary offerings in the fastest recovering travel segment

● A market leader with approximately 5% of the North America private airfare market, leveraging supplier-led target market pricing processes and curated offering capabilities

● Distribution networks geared to the leisure segment of the travel market, which has demonstrated a faster post-pandemic recovery pace

Multiple Growth Drivers

● Rapidly accelerating trend toward gig and remote workers among start-up, small, medium and large companies, creating new personal experience driven consumer cohorts and requirements

● Growth of Rocketrip and launch of subscription-based models (TripPlanet and UnPub) to expand distribution networks beyond leisure travel agents to the entire gig economy, small and medium enterprises, member organizations and other subscriber groups

● Significant organic opportunities to expand exclusive flight inventory, grow market share in hotels and digitize cruise and packaged bookings, and expand base of international travel agents

● Proven M&A record of well-calibrated and integrated transactions to consolidate the sector and drive future growth with accretive acquisitions at EBITDA multiples lower than that of Mondee’s

● Tailwinds include growth and increased fragmentation of the travel intermediaries and accelerated growth of the gig economy

Highly Attractive Financial Profile

● Platform generating substantial cash flow; sticky network creates a captive audience with buildup of recurring revenue, further supported by subscription service brands

● 41% CAGR organic net revenues 2015-2019E; 63% CAGR organic plus acquisitions net revenues 2015-2019E

● 2.4x growth in market share in private airfares from 1.9% in 2015 to 4.6% in 2019

● Adj. EBITDA margin nearly doubled from 14% in 2017 to 26% in 2019

● Fully diluted transaction valuation of $842m, implying 10.5X 2023 EBITDA

Upon the closing of the business combination, Mondee will continue to be led by its existing management team including Mr. Gundumogula, Chief Financial Officer Dan Figenshu and Chief Operating Officer Jim Dullum, as well as by an experienced Board of Directors including Mr. Gundumogula and Mr. Fintiklis.

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Transaction Overview:

The transaction implies a pro forma equity value post-closing of approximately $1 billion. Estimated cash proceeds from the transaction are expected to consist of ITHAX’s $241.5 million of cash held in trust (assuming no redemptions). In addition, investors committed to invest $50 million in the form of a 100% “common equity” PIPE at a price of $10.00 per share of common stock of ITHAX immediately prior to the closing of the transaction. PIPE investors include leading financial institutions such as funds affiliated with Morgan Stanley Investment Management, Origami and ARCPE; principals of major private equity funds; strategic investors in travel and leisure such as Travco and Entertainment Benefits; and a diverse group of prominent family offices from the United States and Europe. The proceeds of the transaction are expected to primarily implement an accretive M&A strategy and optimize the company’s capital structure.

Mondee management, which is the Company’s largest shareholder, is rolling 100% of its equity into the combined company, as are all existing Mondee shareholders, including Mondee’s private equity backers - funds affiliated with Morgan Stanley Investment Management and Origami. Upon the closing of the transaction, and assuming none of ITHAX’s public shareholders elect to redeem their shares, existing Mondee shareholders are expected to own 63% of the combined company, the ITHAX sponsors are expected to own 7% of the combined company, PIPE participants are expected to own 5% of the combined company, and public stockholders are expected to own 25% of the combined company.

The respective board of directors of ITHAX and Mondee have unanimously approved the proposed transaction. Completion of the proposed transaction is subject to ITHAX shareholder and Mondee member approval, certain regulatory approvals and other customary closing conditions.

Cantor Fitzgerald & Co and Union Square Advisors are serving as financial advisors to Mondee. Deutsche Bank Securities Inc. and AXIA Capital Markets are serving as private placement agents to ITHAX, and Deutsche Bank Securities Inc. and Cantor Fitzgerald & Co are serving as capital markets advisors to ITHAX. Kirkland & Ellis LLP is serving as legal advisor to Mondee and Reed Smith LLP is serving as legal advisor to ITHAX.

Conference Call and Webcast Information

Investors may listen to a conference call discussing the proposed business combination later today, December 20, 2021 at 8:30 AM EST. The call may be accessed by dialing 1-877-407-3982 (domestic callers) or 1-201-493-6780 (international callers). A live webcast and replay of the call will be available here and can also be accessed at https://www.mondee.com and https://ithaxacquisitioncorp.com. A telephone replay of the call will also be available until 11:59 pm EST on December 27, 2021. The replay may be accessed by dialing 1-844-512-2921 (domestic callers) or 1-412-317-6671 (international callers) and entering the conference ID number 13725608.

A supplementary video outlining the Company’s products and potential can also be found at https://www.mondee.com.

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About Mondee Holdings:

Mondee Holdings is a group of leading travel technology, service, and content companies driving disruptive innovative change in the leisure, corporate, and retail travel markets. They deliver a revolutionary technology platform of SaaS, mobile, and cloud products and services to a global customer base, processing over 50 million daily searches and multi-billion dollars of transactional volume yearly. Founded in 2011, Mondee is headquartered in Silicon Valley, California, with 17 offices in USA and Canada, and operations in India, Thailand, and Ireland.  For more information, please visit https://www.mondee.com.  

About ITHAX Acquisition Corp:

ITHAX Acquisition Corp. (NASDAQ: ITHX) is a blank check company formed by the founder of Ithaca Capital and the principals of AXIA Ventures. Ithaca Capital is a real estate investment manager with focus on deep-value hospitality investments in the United States, Latin America and Caribbean. AXIA Ventures Group is a leading, independent, privately-owned investment bank founded in 2008 that provides services in more than 20 countries through its offices in New York, London, Milan, Athens and Nicosia. For more information, please visit https://ithaxacquisitioncorp.com.

Forward-Looking Statements:

Certain statements in this Document may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the proposed business combination between ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 366718 (“ITHAX”) and Mondee, Inc., a Delaware corporation (“Mondee”), ITHAX’s and Mondee’s ability to consummate the transaction, the expected closing date for the transaction, the benefits of the transaction and the public company’s future financial performance following the transaction, as well as ITHAX’s and Mondee’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words “anticipates,” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecast,” “future, ” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “propose,” “should,” “seeks,” “will,” or the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

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These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by both ITHAX and its management, and Mondee and its management, as the case may be, are inherently uncertain. Except as otherwise required by applicable law, ITHAX disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. ITHAX cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of ITHAX. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; (2) the outcome of any legal proceedings that may be instituted against ITHAX, Mondee, the combined company or others following the announcement of the business combination and any definitive agreements with respect thereto; (3) the inability to complete the business combination due to the failure to obtain approval of the shareholders of ITHAX, to obtain financing to complete the business combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (5) the ability to meet stock exchange listing standards following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations of ITHAX or Mondee as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the business combination; (10) the possibility that ITHAX, Mondee or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the combined company’s business and/or the ability of the parties to complete the proposed business combination; (12) Mondee’s estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; (13) adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside the control of the parties; (14) significant fluctuations in the combined company’s operating results and rates of growth; (15) dependency on the combined company’s relationships with travel agencies, travel management companies and other travel businesses and third parties; (16) payment-related risks; (17) the combined company’s failure to quickly identify and adapt to changing industry conditions, trends or technological developments; (18) unlawful or fraudulent activities in the combined company’s operations; (19) any significant IT systems-related failures, interruptions or security breaches or any undetected errors or design faults in IT systems of the combined company; (20) exchange rate fluctuations; and (21) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary” in ITHAX’s final prospectus relating to its initial public offering dated February 1, 2021 and in subsequent filings with the U.S. Securities and Exchange Commission, including the registration statement on Form S-4, which includes a prospectus/proxy statement of ITHAX, expected to be filed relating to the business combination. There may be additional risks that neither ITHAX nor Mondee presently know of or that ITHAX or Mondee currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Author and any of their affiliates, directors, officers and employees expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events.

6 

No Offer or Solicitation

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Information for Investors and Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

In connection with the proposed business combination, ITHAX will confidentially submit a draft registration statement on Form F-4 with the SEC, which draft will include a prospectus/proxy statement of ITHAX. ITHAX also plans to confidentially submit or file other documents with the SEC regarding the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of ITHAX. INVESTORS AND SHAREHOLDERS OF ITHAX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION, WHICH WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Mondee and ITHAX once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.

Additional Information about the Business Combination and Where to Find It:

Additional information about the proposed business combination, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K, which will be filed by ITHAX with the SEC and will also be available at www.sec.gov. In connection with the proposed business combination, ITHAX will confidentially submitted a draft registration statement on Form S-4 and will file a registration statement on Form S-4 and the related proxy statement/prospectus with the SEC. Additionally, ITHAX will file other relevant materials with the SEC in connection with the proposed business combination of ITHAX with Mondee. The materials to be filed by ITHAX with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Investors and security holders of ITHAX are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination.

Participants in Solicitation:

ITHAX, Mondee and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of ITHAX in connection with the proposed transaction. Information about the directors and executive officers of ITHAX is disclosed in ITHAX’s initial public offering prospectus, which was filed with the SEC on February 1, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

7 

Disclaimer:

This presentation (the “Document”) has been prepared by Mondee Inc. (“Mondee”), ITHAX Acquisition Corp. (“ITHAX”), AXIA Ventures Group Limited (“AXIA”) and Ithaca Capital Partners (“Ithaca” and together with Mondee, ITHAX and AXIA, the “Authors”). This Document is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “business combination”) between Mondee and ITHAX. The information contained herein does not purport to be all-inclusive and none of the parties or their respective directors, officers, shareholders or affiliates make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Document or any other written or oral communication communicated to the recipient in the course of the recipient's evaluation of Mondee or ITHAX. The information contained herein is preliminary and is subject to change and such changes may be material.

This communication does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of ITHAX, Mondee, or any of their respective affiliates.

ITHAX is a blank check company listed on NASDAQ. AXIA Capital Markets LLC (“ACM”) is a U.S. registered broker-dealer and member of FINRA. ACM is a wholly owned subsidiary of AXIA Ventures Group Ltd (“AVG”), a privately-owned investment banking group mainly focused on Southern Europe, providing financial advisory services and capital markets services to corporate and institutional clients. Ithaca and Mondee are incorporated in Delaware.

Media Contacts:

For Mondee:

Media

MondeePR@ICRinc.com

Investor Relations

MondeeIR@ICRinc.com

For ITHAX:

Investor Relations

info@ithaxacquisitioncorp.com

8 

EX-99.2

Exhibit 99.2

INVESTOR PRESENTATION December 2021

© 2021 All Rights Reserved | Confidential | 2 Orestes Fintiklis ITHAX CEO & Chairman Ithaca Capital Founder Dimitrios Athanasopoulos ITHAX CFO, Treasurer & Director AXIA Ventures Founder Rahul Vir ITHAX Director Ex - Marriott CALA Vice President George Syllantavos ITHAX Director Serial SPAC Entrepreneur Carlos N. Guimarães ITHAX Director Invest Tur Brasil Founder ITHAX Acquisition Corp. is a strategic collaboration between Ithaca Capital Partners and the Principals of AXIA Ventures Group ITHAX Acquisition Corp. Introduction ▪ Proven track record in travel and prime hospitality investments – five properties acquired and/or asset - managed since its founding in 2017 ▪ Positive returns to date, driven by refinancing and asset disposals ▪ Leading US and EU investment bank; active in the leisure real estate sector; market leader in peripheral Europe ▪ Recently concluded real estate transactions with market value of $3B, and non - RE transactions with deal value over $28B ▪ Management team has 40+ years of combined experience in real estate, hospitality investments, asset management and operations , i n addition to 70+ years combined experience in transaction, finance, and investment advisory experience ▪ ITHAX team has an established substantial track record in the hospitality sector, including the acquisition or development of ov er 70+ hotels and resorts, as well as asset management and operations of over 280 hotels and resorts ▪ Management has strong networks in the hospitality and real - estate space

© 2021 All Rights Reserved | Confidential | 3 Proven management team Decades of travel & technology industry experience, track record of growth & navigating the pandemic NextGen Travel Marketplace with unmatched access to unique content and fares Marketplace seamlessly connecting travel suppliers with vast network of Gig agents, corporations and consumers Modern disruptive technology platform and interface Indispensable operating system to travel ecosystem, disrupting legacy OTA and incumbent platforms Significant barriers to entry and market leadership Market leadership protected by triple moat on content, distribution and unique technology Extensive organic and inorganic growth opportunities Significant opportunities to accelerate growth through adjacent content and distribution networks Proven track record of building scale through acquisitions Successfully acquired and integrated 14 companies, starting with content followed by tech and distribution Attractive valuation Compelling risk adjusted trade when compared to comps and travel market company valuations in general Mondee Investment Highlights Profitable high growth disruptor ... $3bn 1 Travel Marketplace; 41 - 63% CAGR ‘15 - ’19 2 ; $177m 1 Net Revenue 3 ; $46m 1 EBITDA 3

© 2021 All Rights Reserved | Confidential | 4 63% 25% 5% 7% Mondee Holdings is combining with ITHAX Acquisition Corp. in a SPAC transaction expected to close in 2022 Transaction Summary Key Highlights Illustrative Pro Forma Valuation (Dollars, Millions) ▪ Valuation: Fully diluted Enterprise Value of $842M and a pre - money equity valuation of $608M ▪ Multiples: 10.5x 2023E EV/ Organic EBITDA multiple or 7.2x 2023E EV/ Organic + Inorganic EBITDA multiple ▪ Pro forma post closing equity valuation of $967 million ▪ Mondee to receive $291.5 million in gross proceeds as a result of the transition - $241.5M 1 from SPAC cash in trust and $50M 2 from PIPE ▪ No secondary element. Proceeds to be used to fund acquisitions, optimize capital structure, and for general corporate purposes Sources ($M) Uses ($M) Public entity cash in trust 1 241.5 Company rollover 608.0 Private placement (PIPE) 2 50.0 Cash to surviving entity balance sheet 151.5 Company rollover 608.0 Repayment of debt 150.0 SPAC Sponsor equity 67.1 SPAC Sponsor equity 67.1 Existing cash on balance sheet 35.0 Payment of est. transaction expenses 25.0 Total Sources ($M) 1,001.6 Total Uses ($M) 1,001.6 Pro Forma Ownership Mondee Shareholders SPAC Public Shareholders PIPE Public Shareholders SPAC Sponsor Sources: Mondee and ITHAX financials. Mondee financials based on AICPA standards; may be adjusted on application of PCAOB standards. Notes: 1. Assuming no redemptions 2. Minimum of $50M Estimated Sources and Uses (Dollars, Millions) Share price $10.00 Pro Forma Shares Outstanding 1 96.7 Equity Value $967 (+) Pro Forma Debt $27 ( - ) Pro Forma Cash ($152) Pro Forma Enterprise Value $842

© 2021 All Rights Reserved | Confidential | 5 Global travel market, 2019 Bookings = $1.9T 47% 53% $0.9T $1.0T Mondee targets the $1T gig economy, remote worker, leisure travel agent, SME, membership organization and value - savvy travel market; which is growing rapidly, increasing in choice and complexity, seeking seamless assistance and curation Massive Market Opportunity with Secular Tailwinds Metasearch OTAs 3 Airline, Hotel, Car Rental Sites Self - Service Consumer 1 Travel Assisted/Affiliated Consumer 2 Travel Gig Economy workers Membership Organizations SME’s and Businesses Sources: IBIS, PhocusWright Notes: 1. Individual Consumer Self - service Travel defined as a travel - related transaction between a supplier or business and a consumer on line, not affiliated with a specific organization [generally B2C] 2. Assisted Affiliated Consumer Travel defined as a travel - related transaction between a business and another business or members o f an organization (Associations, clubs, etc.) [generally B2B] 3. O TAs are Online Travel Agencies – companies that allow consumers to book travel directly via the Internet 4. TMCs are Travel Management Companies – travel agencies that manage organizations’ corporate or business travel program Market • Rise of the gig economy • Travel agent relevance • Operating technology transformation • Mobile - forward, conversational commerce Consumer • Always connected and information enabled • Increasing choice and requirements • Curated, personalized experiences • Value - savvy Assisted/Affiliated Consumer Market Travel Trends Connected Value - Savvy Consumer Clubs & Closed User Groups Travel Agencies TMC’s 4 Home based Agents Associations

© 2021 All Rights Reserved | Confidential | 6 A Modern Marketplace Travel Suppliers • Excess Inventory Channel • Niche Market Targeting • Revenue & Yield Optimization • Value Added Distribution Gig Economy Workers • Agile Operating System • Full Suite of Business Tools • Full Content Access Membership Organizations • Member Benefits • Value - based Programs • Self Service Platforms Small and Medium - Sized Businesses • Personalized Employee Engagement • Value - priced Content • Reduced Travel Spend • Engagement - to - reporting Management Leisure Travelers • Curated Content, Personalized Experiences • Hybrid Platforms - Self - service & Assisted • Value - priced • Any - device Connectivity Partners • Transaction Volume • Rich Content Sharing • FinTech Solutions The next generation consumer is here ... always connected, information empowered ... requiring a new marketplace and modern engagement models . Mondee is that marketplace ... adding significant value to ALL players in the travel ecosystem Mondee - A Modern Marketplace for the Gig Economy • NextGen Operating system • Rich & Global Content Hub • Full FinTech • Conversational Commerce • MarTech enabled • Mobile - forward

© 2021 All Rights Reserved | Confidential | 7 Mondee’s Diversified Business Model The Mondee revenue model is diversified across multiple points of value - add Modern Marketplace Gig Economy & Leisure Travel Agents SME’s & Businesses Membership Organizations Assisted, Affiliated Consumer Travel B2C Value - savvy Connected Consumer Market Activity Monetization Markup Revenue Transaction Revenue Ancillaries Revenue Partner Fees Supplier Fees Subscription Fees Revenue Basket Consumer Subscriptions Fin - Tech Transactions Supplier Content Distribution Volumes Transactions Ancillary Sales

© 2021 All Rights Reserved | Confidential | 8 Everything is changing Everything is connected Everything is subscription Rapidly changing consumer and business travel trends further accelerated by pandemic, and Mondee is continuously adapting to expand its relevance and enhance its market share in this dynamic environment Themes Implications for travel Accelerating Travel Market Trends • Consumers require additional information, flexibility, and assurance • Businesses will likely control travel budgets tightly and seek cost savings • Travel suppliers will need targeted support in refilling excess capacity • Real - time multichannel communication and Mobile commerce is becoming the norm • Consumers increasingly demanding personalized unified experiences • Curation of unlimited choice of popular or unique value - added offerings • Subscription services are likely to become increasingly mainstream • Service providers will need to provide distinctive sources of value to keep consumers engaged Notes: 1. Ancillaries are add - on products sold in conjunction with a flight or hotel booking, including insurance, price - drop protection, automatic check - in, baggage protection, premium customer support packages, and more Mondee’s Modern Marketplace Curated content rich marketplace NextGen conversational commerce technology New ancillaries 1 = Consumer flexibility and assurance FinTech and MarTech enabled platforms Seamless multichannel communication platforms All Mondee products aiming to have subscription components by EOY 2021

© 2021 All Rights Reserved | Confidential | 9 Proven Track Record of Rapid Growth and Market Share Expansion Net Revenue Dollars, Millions Acquisitions Organic growth Sources: Mondee financials, PhocusWright Notes: 1. In conjunction with the launch of TripPro, Prasad Gundumogula led a management buyout of the business and became CEO 2. Market share defined as Mondee’s gross revenue as a proportion of gross revenues generated from B2B airfares for the North Am eri can market Market share 2 (%) 1.9 2.2 2.4 3.5 4.6 25 48 54 75 100 77 2011 2012-14 2015 2016 2017 2018 2019 63% CAGR, incl. M&A founded 41% Organic CAGR launched 1 2.4x Market share growth Mondee is building on a track record of exponential profitable growth, disruptive market penetration and delivering on key operating metrics since launching its initial modern operating system.

© 2021 All Rights Reserved | Confidential | 10 Mondee’s early years laid the foundation for sustainable growth. COVID - 19 provided an opportunity for the company to become even more cost efficient and customer - centric. Mondee’s next chapter aims to further disrupt the gig economy, remote worker and value - savvy consumer travel market Mondee’s Evolution and Future Roadmap COVID - 19 and Recovery (2020 - 21) ▪ Improved efficiency ▪ Invested ahead of the market ▪ Completed opportunistic acquisitions ▪ Launched new products Foundation and Early Years (2011 - 19) ▪ Acquired the content ▪ Built the platform ▪ Transformed the travel agency segment ▪ Accelerated revenue and profit growth Broad Transformation (2022+) ▪ Refine the first travel platform for gig economy workers ▪ Extend Mondee’s marketplace to new customer segments ▪ Continue to modernize travel for ALL participants

© 2021 All Rights Reserved | Confidential | 11 ▪ Airfares and hotel rates are consolidated via legacy distribution technology platforms ▪ These platforms have severe limitations 1. Incomplete content (e.g., no low - cost carriers, no alternative accommodations) 2. Text - based; not extendable to mobile 3. Lack of modern messaging capabilities 4. Credit - card focused for payments 5. Inability to link search results and marketing messaging ▪ This results in inefficiencies, lower productivity, and reduced competitiveness for travel agents and TMCs Legacy Distribution Technology Platforms Travel agents, TMCs and OTA’s still use mostly legacy distribution technology platforms for travel search and booking Customer Challenge – Outdated Travel Operating Systems Travel Agent 1 2 3 4 5 COMAND ... xxxx COMAND ... xxxx COMAND COMAND ... xxxx COMAND COMAND COMAND ... xxxx COMAND ... xxxx COMAND ... xxxx COMAND COMAND ... xxxx COMAND COMAND COMAND ... xxxx COMAND COMAND ... xxxx

© 2021 All Rights Reserved | Confidential | 12 Mondee’s Platform Mondee’s platform connects travel suppliers with businesses and their consumers, optimizing the experience for all stakeholders Mondee’s Solution – A Modern Travel Marketplace Platform Airlines Hoteliers Wholesalers Ancillary providers 1. Comprehensive global content 2. Modern user experience, extendable to Mobile 3. Full suite of communication tools – integrated phone, email, SMS, chat 4. Fintech platform, tailored to the travel market 5. Multi - channel marketing platform Travel Agents Corporations SMEs and Nonprofits Consumers (subscription members) 1 2 3 4 5

© 2021 All Rights Reserved | Confidential | 13 ▪ Direct relationships with 500+ airlines and 100+ hotel aggregators; 900K+ lodging properties, for content ▪ Scale and distribution network enables access to exclusive inventory ▪ Highly complex, rules - based content updated in real - time ▪ 50,000+ travel agency customers 2 ▪ Strong partnerships with GDS, and NDC 1 certified ▪ Enterprise corporate customers ▪ Direct channels to leisure travelers ▪ Artificial Intelligence - driven pricing, shopping, and booking platform ▪ Highly automated, multi - channel service platform ▪ Marketing and Customer Relationship Management (CRM) platform, including commerce via messaging tools ▪ Travel - specific payments platform ▪ App - center and marketplace, with one - click merchandising By combining content, technology, and distribution at scale, Mondee’s platform aims to be the default operating system for segment - targeted travel search, booking, service and more Mondee is a Revolutionary Travel Technology Platform Content Distribution Technology Sources: Mondee customer and supplier databases Notes: 1. NDC is New Distribution Capability, an XML - based data transmission standard that is meant to transform the way the travel indust ry sells its products and addresses shortcomings of existing airline data transmission standards (now 40+ years old) 2. IATA has 60,000 accredited members worldwide

© 2021 All Rights Reserved | Confidential | 14 Mondee’s products now serve a variety of different customer segments across the B2B travel landscape Best - in - Class Products Tailored for the Gig Economy Travel Market Launch date 2015 2013 (acquired in 2020) June 2021 August 2021 Target segment Travel agents TMCs Large corporations SMEs Nonprofits Membership organizations Subscribers, including consumer members Description Platform for travel search, booking, and more Incentive platform that reduces corporate travel spending Discount online booking site, with enhanced service Discount online subscription - based booking Customer base 50,000+ agents 50+ corporations 4M+ members Soft launch/testing

© 2021 All Rights Reserved | Confidential | 15 = Fast Fact CONTENT 7 Expand exclusive flight content , working with airlines that need to fill planes, post - COVID - 19 Flights are only 60% full in 2021 on average, versus 80%+ pre - COVID - 19 8 Increase hotel bookings among existing travel agency customers Hotels account for only 10% of Mondee’s bookings today 9 Add new categories of travel content, including cruises, dynamic packages, and entertainment Over 70% of cruises in the market are booked by travel agents TECHNOLOGY Extend the platform to serve new customer segments, such as small businesses Monetize new features like fraud protection, marketing tools and ancillaries Launch “Travel Solutions in a Box” allowing gig workers to become travel agents at low cost + effort 4 25M+ small businesses book travel online, and get no special treatment 5 Over 40% of consumers now select an ancillary (e.g., trip insurance) when booking a flight 6 Enabling a new pool of workers could increase the travel agent market by 10x+ DISTRIBUTION Grow Gig Economy market share, with “Travel Solutions in a Box” and in part through international expansion Acquire new enterprise, mid - size, and small business customers, with RocketTrip and TripPlanet market penetration Redefine the boundaries of affiliated and assisted consumer travel, via membership organizations with value priced programs 1 Mondee has <10% share of travel agencies globally 2 Total global business travel spend in 2019 was $1.2T 3 Almost 100% of leisure travel consumers are associated with at least one membership organization Mondee has multiple levers for growth across content, technology, and distribution, both organically and via acquisitions Multi - pronged Growth Strategy to Capitalize on Market Trends Sources: Mondee customer and supplier databases, PhocusWright, IATA, Statista

© 2021 All Rights Reserved | Confidential | 16 6 Consolidator focused on the Middle East and Southeast Asia Hariworld 7 Tour company with extensive content Aavan Vacations 1 Largest N. American consolidator serving the Indian subcontinent Skylink 2 Retail flight business and technology platform Exploretrip 3 Metasearch engine cFares 4 Largest N. American consolidator serving Asia C&H 6 Canadian consolidator Leto Travel 1 Retail travel company with extensive call center operations LBF Travel 2 Hotel content hub Hotelwiz 4 Travel club platform Avia Travel 5 Largest and fastest growing N. American wholesaler Cosmopolitan Travel Services 7 Corporate travel incentives platform Rocketrip 5 Largest N. American wholesaler serving South America and the South Pacific TransAm 2011 2012 2013 - 2018 2019 2020 FOUNDATION COVID - 19 Mondee has been successful in executing and maximizing the value of acquisitions, regardless of market conditions Proven Ability to Execute On Synergistic Acquisitions Content 3 Marketing and ad platform for travel Bookingwiz

© 2021 All Rights Reserved | Confidential | 17 # Product - focus Categories Est. Revenue ($M) Est. EBITDA margin (%) 1 Air Content 50 30 2 Air, Hotel Content 40 15 3 Package Technology, Distribution 30 10 4 Air, Hotel Content 25 20 5 Cruise Content, Technology, Distribution 10 15 6 Seven Other (Air, Hotel, Package, Tour, Corporate) Content, Technology, Distribution 70 10 - 50 Sources: Monde e and acquisition target discussions Notes: * Revenue and EBITDA estimates are based on discussions only and are subject to change based on the execution of definitive doc ume ntation Mondee has assembled a strong pipeline of 10+ potential acquisition targets representing an estimated $225M in incremental net revenue and $45M in EBITDA, excluding synergies Robust Pipeline of Potential Strategic Assets $225M Revenue $45M EBITDA 8 of 12 can potentially be executed in the near - term

© 2021 All Rights Reserved | Confidential | 18 Prasad Gundumogula Founder and CEO Serial entrepreneur. Founder of Metaminds, ExploreTrip, LogixCube, POD Technologies with successful exits Dan Figenshu CFO Experienced CFO and entrepreneur. Former Rocketrip, Mic, The Blaze Raja Venkatesh EVP, Corp. Development Experienced public company CFO with significant M&A experience, Former Myricom, Daystar Tech, Viador and TeraBurst Networks Michael Thomas President - Retail Serial entrepreneur, former LBF Travel Founded and sold businesses to Amadeus and Travelport Michalis Tsakos President – Wholesale Entrepreneur, founded and grew CTS into the largest, fastest growing consolidator in North America Venkat Pasupuleti CTO Experienced CTO and entrepreneur, Former Avesta, Zoom Interview, Eze Technologies Yuvraj Datta CCO Experienced travel executive focused on supplier and revenue management, Former Skylink Mondee has a track record of building a team of seasoned entrepreneurs and execution proven executives, who – together – have 100+ years of combined experience in the travel industry Proven Enterprise Level Management Team Experienced travel and technology executive and entrepreneur. Former EDS (an HP company), BTI Americas, Citicorp Jim Dullum COO

© 2021 All Rights Reserved | Confidential | 19 Key Financial Metrics Review Sources: Company financials Notes: * See “Disclaimer – Use of Projections” for all forward - looking projections contained on this page 1. Adjusted EBITDA is a non - GAAP financial measure, calculated as EBITDA as report minus one - time non - recurring expenses as well as COVID - 19 revenue adjustments and reversals. See “Disclaimer – Non - GAAP Financial Measures” 2.6 5.4 6.2 2017 2019 2023F Tickets Millions 21.0 31.0 42.6 2017 2019 2023F Revenue per ticket Dollars 14.0% 26.0% 30.0% 2017 2019 2023F Adj. EBITDA 1 margin Percent Mondee has a track record of delivering on key operating metrics and expects to continue this trend through 2023. Actions taken during COVID - 19 are already making a difference Actions taken in 2020 and 2021 aim to position Mondee to achieve 2023 targets ▪ Tickets. Excluding growth opportunities such as TripPlanet and Unpub ▪ Revenue per ticket. Dynamic pricing, full suite of ancillaries, GDS/NDC contract renegotiations and acquisitions + launches of subscription businesses

© 2021 All Rights Reserved | Confidential | 20 Mondee expects to deliver $265M in Net Revenue in 2023 and $80M in Adjusted EBITDA, in line with industry consensus of a full post - pandemic recovery of the travel sector by the end of that year Revenue and EBITDA Projections 54.1 75.1 177.8 54.2 65.2 152.8 265.2 2017 2018 2019 2020 2021 2022 2023 49% growth Net Revenue Dollars, Millions 7.8 12.3 46.1 - 12.0 1.2 24.1 80.1 2017 2018 2019 2020 2021 2022 2023 74% growth Adjusted EBITDA 1 Dollars, Millions Projections are based primarily upon a recovery in Mondee’s core business to pre - COVID - 19 levels and do not include upside from new organic growth strategies, increase in market share or acquisitions 2 2 2 2 Source: Company financials Notes: * See “Disclaimer – Use of Projections” for all forward - looking projections contained on this page 1. Adjusted EBITDA is a non - GAAP financial measure, calculated as EBITDA as reported minus one - time non - recurring expenses as well as COVID - 19 revenue adjustments and reversals. See “Disclaimer – Non - GAAP Financial Measures” 2. Pro - forma, due to acquisitions

© 2021 All Rights Reserved | Confidential | 21 ▪ No material increase in market share assumed ▪ Net revenue growth driven by increased tickets and revenue per ticket expansion ▪ COVID - 19 era productivity improvements, main variable cost being marketing Net Revenue to Adjusted EBITDA 100.3 80.0 27.6 19.1 19.4 18.8 2.5 110.2 54.7 20.3 2019 Net Revenue Ticket growth Front-end markup + ancillaries increase Fintech platform revenue Improved supplier terms Subscription revenue 2023 Net revenue Sales and marketing Other expense 2023 EBITDA One-time adjustments 2023 Adjusted EBITDA 15% ‘19 - 23 ticket growth, well below historic average Driven by dynamic pricing and ancillary attach rate Bulk of expense is marketing cost to drive ticket growth One - time COVID - 19, growth, and public company expenses 2019 Net revenue Ticket growth Front - end markup + ancillaries Fintech solutions Improved supplier terms Subscription revenue 2023 Net revenue Sales and marketing Other expense 2023 EBITDA One - time adjustments 2023 Adjusted EBITDA 1 2019 - 23 Change (%) 16 23 NA 2 21 50 35 9 Source: Company financials Notes: * See “Disclaimer – Use of Projections” for all forward - looking projections contained on this page 1. Adjusted EBITDA is a non - GAAP financial measure, calculated as EBITDA as reported minus one - time non - recurring expenses as well as COVID - 19 revenue adjustments and reversals. See “Disclaimer – Non - GAAP Financial Measures” 2 2. In 2019 there were no material Fintech revenues Dollars, Millions 49 177.8 265.2

© 2021 All Rights Reserved | Confidential | 22 Mondee is expected to return to positive Adjusted EBITDA in 2021, with strong increase in 2022 and 2023 driven by higher revenue per ticket, higher sales and marketing spend, and a lean, post - COVID - 19 operating structure. Profit and Loss Statement Source: Company financials Notes: * See “Disclaimer – Use of Projections” for all forward - looking projections contained on this page 1. Adjusted EBITDA is a non - GAAP financial measure, calculated as EBITDA as reported minus one - time non - recurring expenses as well as COVID - 19 revenue adjustments and reversals. See “Disclaimer – Non - GAAP Financial Measures” Mondee Consolidated Financial Statements Income Statement (Millions) Income Statement 2017A 2018A 2019PF (1) 2020PF (2) 2021E 2022E 2023E Tickets 2.6 3.2 5.4 1.3 1.3 3.3 6.2 Gross Revenue $1,278.5 $1,153.7 $3,130.0 $435.9 $719.2 $1,710.3 $3,353.7 Total Net Revenue $54.1 $75.1 $177.8 $54.2 $65.2 $152.8 $265.2 Y/Y Growth NA NA 137% (70%) 20% 134% 74% Y/Y Organic Growth NA 39% 33% (50%) NA NA NA Sales & Marketing Costs $22.4 $40.1 $81.9 $31.3 $34.1 $71.4 $110.2 Other Costs 23.9 22.7 50.8 65.1 34.4 57.3 74.9 Total Operating Expenses $46.3 $62.8 $132.7 $96.4 $68.5 $128.7 $185.1 % Margin 86% 84% 75% 178% 105% 84% 70% EBITDA, as reported $7.8 $12.3 $45.1 ($42.3) ($3.3) $24.1 $80.1 One-time / Non-recurring $– $– $1.0 $– $– $– $– COVID-19 Refunds & Revenue Reversals – – – (30.2) (4.5) – – Adjusted EBITDA 1 $7.8 $12.3 $46.1 ($12.0) $1.2 $24.1 $80.1 % Margin 14% 16% 26% NM 2% 16% 30%

© 2021 All Rights Reserved | Confidential | 23 265 435 - 475 60 70 - 90 40 - 60 225 Management Case Revenue per Ticket of $52 Market Share Increase by 2-3% New Subscription Products1 Total Organic Growth M&A 80 155 - 175 35 20 - 30 20 - 30 45 Management Case Revenue per ticket of $52 Market Share Growth by 2-3% New Subscription Product Total M&A Net Revenues and EBITDA with Growth Levers Source: Company estimates Notes 1. Historical revenue per ticket for period of 1 January 2021 to 30 September 2021 2. Tripplanet and Unpub 3. E xcl udes sizeable revenue and cost synergies Net Revenue with Growth Levers Dollars, Millions EBITDA with Growth Levers Dollars, Millions Substantial Revenue and EBITDA upside with highly predictable organic growth and M&A Strategy Underwriting Case (2023) Revenue per Ticket of $52 1 New Subscription Products 2 Market Share Increase by 2 - 3% Total Organic Growth M&A 3 Underwriting Case (2023) Revenue per Ticket of $52 1 New Subscription Products 2 Market Share Increase by 2 - 3% Total Organic Growth M&A 3

© 2021 All Rights Reserved | Confidential | 24 OTA GDS B2E 1 Corporate Mondee has no direct comparables, hence a selection of global travel B2B, B2C, and GDS businesses provide a proxy for valuation Comparables Selection Sources: Public filings Notes: 1. B2E Travel defined as a relationship between a business and a enterprise, most commonly for the purposes of facilitating empl oye e business travel 2. AMS and SABR do not offer booking capability directly to consumers 3. CapEx as % of 2019A Revenue. ¼ = < 5%, ½ = 5 - 10%, ¾ = 10 - 15%, Full = >15% Geographic presence End market exposure Customer mix CapEx requirement 3 Retail Corporate B2B B2C B2E x Global EMEA APAC Global Global Global Global x x x x x – x – – – x – x x – x x x x – x x x 2 – x x x 2

© 2021 All Rights Reserved | Confidential | 25 11.0x 7.4x 15.9x 14.4x 13.1x 19.4x 14.4x Mondee Mondee CTM Booking Expedia Amadeus Sabre 10.5x 7.2x 13.7x 13.5x 9.9x 13.5x 11.8x Mondee Mondee CTM Booking Expedia Amadeus Sabre 2 2 Comparables are trading at ~10 - 14x 2023 EV/EBITDA, ~13 – 20x adjusting for capex. The implied valuation for Mondee represents a deep discount to comparables, despite Mondee’s much higher historic growth rate. Valuation OTA B2E Corporate GDS 2023F EV/EBITDA 1 Multiple 2 2023F P/E 1 Ratio 41.0 17.7 13.0 16.0 10.1 7.6 Revenue CAGR, 2015 - 19 (%) Sources: Public filings, Capital IQ Notes: 1. Market data as of 7 December 2021 2. Using fully - diluted transaction valuation including sponsor equity and transaction costs. Organic Organic Organic + Acquisitions Organic + Acquisitions 63.0 2023F EV/(EBITDA - CapEx 1 ) Multiple 2 14.4x 22.5x 17.9x 15.7x 23.1x 21.7x 9.0x

© 2021 All Rights Reserved | Confidential | 26 14.4x 18.5x 28.7x 6.7x 8.1x 28.3x 10.1x OTAs / Travel Business Svcs Business Airlines Leisure Airlines Hotels Cruise 10.5x 12.4x 17.9x 5.4x 4.2x 13.9x 8.4x OTAs / Travel Business Svcs Business Airlines Leisure Airlines Hotels Cruise Travel - Sector Public Companies – Current Valuation Levels 2023F EV/EBITDA 1 Multiple 2023F P/E 1 Ratio 0.0x 2.3x 3.2x 0.9x 2.8x 4.5x 22.6 7.6 5.0 8.7 4.3 8.0 Sources: Public filings, Capital IQ Notes: 1. Market data as of 7 December 2021 Organic Organic 1.4x 2023F Net Leverage Ratio 41.0 Revenue CAGR, 2015 - 19 (%)

© 2021 All Rights Reserved | Confidential | 27 © 2021 All Rights Reserved | Confidential | 27 APPENDIX

© 2021 All Rights Reserved | Confidential | 28 Mondee is emerging from COVID - 19 adding significant value to ALL players in the travel ecosystem A Broader Value Proposition for the “New Normal” TripPro helps airlines fill seats, optimize prices, target niche channels, take share from the competition, and distribute rich content via NDC TripPro saves agents time and gives them a full suite of next - generation tools to grow their business (i.e., more itineraries and lower rates) Rocketrip can reduce enterprise travel spend while improving traveler satisfaction TripPlanet provides SMEs with benefits typically reserved for larger corporations – lower prices, better service, and reporting Consumers can save both time and money when they join Unpub, a new, innovative travel membership program TripPro flows massive volume through the GDS, supporting their revenue and role in the travel ecosystem For travel suppliers For travel agents and TMCs For global distribution systems For large enterprises For small and medium - sized businesses For leisure travelers Mondee’s Value Proposition

© 2021 All Rights Reserved | Confidential | 29 Travel Market Landscape Travel Suppliers Airlines Hoteliers Car, Cruise, Tour, Attractions B2C Metasearch OTAs Travel supplier sites Self Service Travel Businesses Distribution Platforms Travel Companies SME’s & Corp’s Membership Organizations Global Distribution Systems (GDS) Alternative Distribution Systems (Channel Managers, etc.) Wholesalers Flight Hotel Other The travel industry is complex, with inventory and rates traveling through multiple touchpoints before reaching the consumer or business Rates and inventory Assisted Travel Businesses B2C Value - savvy Connected Consumer Gig Workers

© 2021 All Rights Reserved | Confidential | 30 Global Travel Market Dollars, Trillions ▪ Pent - up demand for travel ▪ Countries investing trillions in COVID - 19 recovery ▪ Travel suppliers ramping back up to meet demand The global travel market is expected to have an 9% CAGR through 2025, given pent up demand from COVID - 19 Global Travel is a Growth Market 1.7 1.8 1.9 1.1 1.3 1.7 1.8 1.9 2.0 2017 2018 2019 2020 2021 2022 2023 2024 2025 9% CAGR Source: IBIS

© 2021 All Rights Reserved | Confidential | 31 Global Travel Agency Market Traditional travel agencies have long been in decline, given the growth of online sites. There are trends in the market, however, that signal that this decline might finally be over Global Travel Agency Market Dollars, Billions 360.0 352.0 348.0 215.0 290.0 408.0 456.0 479.0 491.0 2017 2018 2019 2020 2021 2022 2023 2024 2025 11% CAGR ▪ Travel agent market forecast to outpace broader market growth in the near to mid - term, given COVID - 19 - driven need for assisted booking ▪ Travel agencies are likely to continue to expand and evolve in the long - term as well, as the market shifts to a gig - economy model Source: IBIS

© 2021 All Rights Reserved | Confidential | 32 Mondee has multiple levers for organic growth across content, technology, and distribution Organic Growth – Areas of Focus 1 2 3 SaaS business model Develop, launch, and market subscription business models across Mondee’s various product lines 4 Gig economy travel agents Leverage TripPro as a platform to enable contingent workers to become travel agents, dramatically increasing the size of the market Corporate market growth Extend Mondee’s platform to offer a full suite of travel products to corporate customers and small and medium - sized businesses Global product expansion Leverage Mondee’s strength in flights to grow in additional travel product categories, particularly hotel

© 2021 All Rights Reserved | Confidential | 33 STATUS OFFER CUSTOMER Organic Growth Initiative: TripPro Premium Target Customer Travel agencies Value Proposition Save time, money, and grow your agency with TripPro’s new Premium service. We’ve developed new search and booking features, marketing tools, and fraud protection, all delivered within the intuitive TripPro interface Offering to Travel Agents Save time • Self - service tool • 6 - month fare calendar • Seat map and selection Progress to Date Proof of concept launched in 2021 Next Steps Proof of concept phase will end in Q4, with a broader marketing push to travel agencies in 2022. Travel agent interest in converting to Premium will improve with the overall recovery in the global travel market Earn/Save Money • Fraud and chargeback protection • New revenue streams – ancillaries, hotels, cruises, etc. • Availability of full content • Multiple communication channels Grow your business • Email marketing tools • Social media marketing tools • Campaign management and analytics Pricing $49 – 199 a month, depending upon features chosen

© 2021 All Rights Reserved | Confidential | 34 STATUS OFFER CUSTOMER Organic Growth Initiative: TripPlanet Target Customer • Small and medium - sized businesses • Non - business organizations Value Proposition TripPlanet brings a deep set of travel benefits to your organization, reducing business travel costs and/or delivering a new leisure travel benefit to employees or members. All bookings are backed up by world - class customer service. Offering to businesses Lower Prices • Discounts off published rates Progress to Date • Launched in Summer 2021 • Initial sales efforts focused on corporate partnerships and direct sales to associations • 3M+ employees “acquired” via partnerships with Corporate Employee Perks Platforms • 1M+ association members acquired via direct sales efforts • Notable wins include Rhode Island Medical Society, Adventure Cycling Association, Rick Case Automotive Group, Rakuten, and the Foundation for New Education Initiatives Next Steps Direct sales to SMEs begins in Fall 2021 Broader selection • Virtual interlining generates more airfare options • Intelligent aggregation offers more hotel rate options Corporate - level service • Focus on first - call resolution • Multiple communication options – email, phone, text, messaging Pricing Starting at $99 per month

© 2021 All Rights Reserved | Confidential | 35 STATUS OFFER CUSTOMER Organic Growth Initiative: Target Customer Consumers moving through existing Mondee sales channels Value Proposition Unpub is a members - only service that gives you access to even lower rates on flights and hotels. In fact, the savings from your first booking may exceed the cost of your membership. Offering to consumers Progress to Date • Proof of concept launched in September 2021 • Targeting a portion of leisure travelers purchasing using self - service on a Mondee website; upsell of Unpub at checkout • High conversion rate at checkout; subscribers now accounting for 40% of flights booked, when the upsell is offered Next Steps • Targeting past customers opted - in to Mondee’s email list • Upselling leisure travelers that call into our call center to book Lower Prices • Discounts off published rates Broader selection • Virtual interlining generates more airfare options • Intelligent aggregation offers more hotel rate options Pricing $49 - $149 a year

© 2021 All Rights Reserved | Confidential | 36 This presentation (the “Document”) has been prepared by Mondee Inc. (“Mondee”), ITHAX Acquisition Corp (“ITHAX”), AXIA Ventures Group Limited (“AXIA”) and Ithaca Capital Partners (“Ithaca” and together with Mondee, ITHAX and AXIA, the “Authors”). This Document is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between Mondee and ITHAX. The information contained herein does not purport to be all-inclusive and and none of the Authors or their respective directors, officers, shareholders or affiliates make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Document or any other written or oral communication communicated to the recipient in the course of the recipient's evaluation of Mondee or ITHAX. The information contained herein is preliminary and is subject to change and such changes may be material. This Document does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of ITHAX, Mondee, or any of their respective affiliates. ITHAX is a blank check company listed on NASDAQ. AXIA, incorporated in Cyprus, is authorised to provide investment and ancillary services and is regulated by the Cyprus Securities and Exchange Commission (CySEC license 086/07). AXIA has an established presence in a number of jurisdictions and may provide investment and ancillary services in other EU and third countries through subsidiaries, branches or on a cross border basis (as appropriate) subject to applicable legislation. Ithaca and Mondee are incorporated in Delaware. No Offer or Solicitation This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. Participants in the Solicitation ITHAX, Mondee, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of ITHAX in connection with the proposed transaction. Information about the directors and executive officers of ITHAX is disclosed in ITHAX’s initial public offering prospectus, which was filed with the SEC on February 1, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Additional Information about the Business Combination and Where to Find It Additional information about the proposed business combination, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K, which will be filed by ITHAX with the SEC and will also be available at www.sec.gov. In connection with the proposed business combination, ITHAX will confidentially submitted a draft registration statement on Form S-4 and will file a registration statement on Form S-4 and the related proxy statement/prospectus with the SEC. Additionally, ITHAX will file other relevant materials with the SEC in connection with the proposed business combination of ITHAX with Mondee. The materials to be filed by ITHAX with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Investors and security holders of ITHAX are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. Disclaimer

© 2021 All Rights Reserved | Confidential | 37 This Document includes certain audited financials that are based on AICPA accounting standards and may be subject to change in connection with the application of PCAOB accounting standards . This Document includes certain financial measures not presented in accordance with U . S . GAAP including, but not limited to, Adjusted EBITDA and certain ratios and other metrics derived therefrom . These non - GAAP financial measures are not measures of financial performance in accordance with U . S . GAAP and may exclude items that are significant in understanding and assessing Mondee’s financial results . Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under U . S . GAAP . You should be aware that Mondee’s presentation of these measures may not be comparable to similarly - titled measures used by other companies . Mondee believes these non - GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Mondee’s financial condition and results of operations . Mondee believes that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing Mondee’s financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors . These non - GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non - GAAP financial measures . Please refer to footnotes where presented on each page of this Document . This Document also includes certain projections of non - GAAP financial measures . Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, Mondee is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort . Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward - looking non - GAAP financial measures is included . Non - GAAP Financial Measures

© 2021 All Rights Reserved | Confidential | 38 All statements of opinion contained in this Document, all views expressed and all projections, including Revenue and Adjusted EBITDA, forecasts and/or statements relating to expectations regarding future events or the possible future performance represent Author’s own assessment based on information available to them as at the date of this Document . Neither Mondee’s nor ITHAX's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Document, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Document . These projections should not be relied upon as being necessarily indicative of future results . The projections, views, statements and forecasts herein are based upon various assumptions and estimates, which Author considers to be reasonable assumptions and estimates, which involve significant elements of subjective judgement and analysis and which are subject to a wide variety of significant business, economic and competitive risks and uncertainties and contingencies ; there are several risks, uncertainties and factors that may cause actual results to differ materially from those set forth in any such projections, views, statements and forecasts that are, expressly or implicitly, provided by Author . The mentioned statements reflect Author’s current expectations regarding the relevant subject matters and are subject to the above mentioned risks, uncertainties and factors . Accordingly, no representation, express or implied, is made or warranty, guarantee or assurance of any kind is given by the Authors or any of their respective affiliates, shareholders, directors, officers and employees as to the accuracy, completeness, reliability, achievability or reasonableness of any such projections, views, statements, or forecasts which are, by their own nature, implicitly predictive and speculative and involve risk and uncertainty . Inclusion of the prospective financial information in this Document should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved . Use of Projections

© 2021 All Rights Reserved | Confidential | 39 In preparing the Document, the Authors have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources, including certain information and statistics obtained from third - party sources which they believe to be reliable . You are cautioned not to give undue weight to such information, including industry and market data . This Document may include trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners . Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Document may be listed without the TM, SM, (c), (r) or TM symbols, but Mondee and ITHAX will assert, to the fullest extent under applicable law, the right of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights . Industry and Market Data

© 2021 All Rights Reserved | Confidential | 40 Certain statements in this Document may be considered forward - looking statements . Forward - looking statements generally relate to future events or ITHAX’s or Mondee’s future financial or operating performance . For example, projections of future Revenue, Adjusted EBITDA and other metrics are forward - looking statements . In some cases, you can identify forward - looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology . Such forward - looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements . These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by ITHAX and its management, and Mondee and its management, as the case may be, are inherently uncertain . Factors that may cause actual results to differ materially from current expectations include, but are not limited to : ( 1 ) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination ; ( 2 ) the outcome of any legal proceedings that may be instituted against ITHAX, Mondee, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto ; ( 3 ) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of ITHAX, to obtain financing to complete the Business Combination or to satisfy other conditions to closing ; ( 4 ) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination ; ( 5 ) the ability to meet stock exchange listing standards following the consummation of the Business Combination ; ( 6 ) the risk that the Business Combination disrupts current plans and operations of ITHAX or Mondee as a result of the announcement and consummation of the Business Combination ; ( 7 ) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees ; ( 8 ) costs related to the Business Combination ; ( 9 ) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the Business Combination ; ( 10 ) the possibility that ITHAX, Mondee or the combined company may be adversely affected by other economic, business, and/or competitive factor ; ( 11 ) the impact of COVID - 19 on Mondee’s business and/or the ability of the parties to complete the proposed Business Combination ; ( 12 ) Mondee’s estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments ; and ( 12 ) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements and Risk Factor Summary” in ITHAX’s final prospectus relating to its initial public offering dated February 1 , 2021 and in subsequent filings with the U . S . Securities and Exchange Commission, including the registration statement on Form S - 4 expected to be filed relating to the Business Combination . Nothing in this Document should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved . You should not place undue reliance on forward - looking statements, which speak only as of the date they are made . Author and any of their affiliates, directors, officers and employees expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward - looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events . The Document does not constitute investment, legal, accounting, regulatory, taxation or other advice or a recommendation and does not take into account investment objectives and/or legal, accounting, regulatory, taxation or financial situation and/or particular needs . The recipient of this Document is solely responsible for forming its own opinions and conclusions on such matters and the market and for making its own independent assessment of the Document . The recipient is solely responsible for seeking independent professional advice in relation to any action taken on the basis of the Document and, by accepting this Document, the recipient confirms that it is not relying upon the information contained herein to make any decision . No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon them merits of the Business Combination or the accuracy or adequacy of this Document . The Document has been prepared by Author exclusively for the benefit and internal use of the recipient . The recipient is not permitted to duplicate the information provided in the Document and to communicate the received information to any third party without Author’s prior written consent . Forward - Looking Statements

© 2021 All Rights Reserved | Confidential | 41 Risks Related to Our Business and Industry • The COVID - 19 pandemic has had, and may continue to have, a material adverse impact on the travel industry, which could materially affect our business, liquidity, financial condition and operating results . • Adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside our control could materially affect our business, liquidity, financial condition and operating results . • We may experience significant fluctuations in our operating results and rates of growth . • If we are unable to manage and expand our growth or execute our growth strategies effectively, our business and prospects may be materially and adversely affected . • We operate in an increasingly competitive global environment and could fail to gain, or could lose, market share if we are unable to compete effectively with our current or future competitors . • Our business depends on our relationships with travel agencies, travel management companies and other travel businesses and third parties . • We are subject to payment - related risks . • Our failure to quickly identify and adapt to changing industry conditions, trends or technological developments may have a material and adverse effect on us . • Our business depends on our marketing efficiency and the general effectiveness of our marketing efforts . • We may be unable to prevent unlawful or fraudulent activities in our operations, and we could be liable for such fraudulent or unlawful activities . • We rely on the internet and internet infrastructure for our operations and in order to generate revenues . • Any significant IT systems - related failures, interruptions or security breaches or any undetected errors or design faults in IT systems could result in limited capacity, reduced demand, processing delays, privacy risks and loss of customers, suppliers or marketplace merchants and a reduction of commercial activity . • Our success is subject to the development of new products and services over time . • Our success depends in large part on our ability to attract and retain high quality management and operating personnel, and if we are unable to attract, retain and motivate well - qualified employees, our business could be negatively impacted . • We may be unable to successfully close potential acquisitions, or successfully integrate the operations of such target businesses, if acquired, which could have an adverse impact on our business . • Exchange rate fluctuations may negatively affect our results of operations .

EX-99.3

Exhibit 99.3

Project Marquee

Transaction Announcement Conference Call

Prepared Remarks

December 20, 2021

Operator

Welcome to today’s conference call announcing the business combination of ITHAX Acquisition Corporation and Mondee.

On the call today are:

· Orestes Fintiklis, CEO and Chairman of ITHAX Acquisition Corporation

· Prasad Gundumogula, Founder and CEO of Mondee

· And Dan Figenshu, CFO of Mondee

ITHAX Acquisition Corp. and Mondee advise everyone that this call contains forward-looking statements including statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. Many factors could cause actual events to differ materially from these statements and other comments, including but not limited to, ITHAX Acquisition Corp. and Mondee’s expectations or predictions of financial and business performance and conditions, competitive and industry outlook; cash resources, plans and prospects of the combined entity; expected valuations and financial projections of the combined entity; and the timing and completion of the transaction.

ITHAX Acquisition Corp. and Mondee are under no obligation and expressly disclaim any obligation to update, alter or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Any projected financial information presented during this call is for illustrative purposes only and should not be relied upon as being predictive of future results. The inclusion of any financial forecast information in this call or accompanying materials should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Neither Mondee’s nor ITHAX’s independent auditors have audited, reviewed, compiled, or performed any procedures with respect to the projections and accordintly do not provide any opinion or any form of assurance with respect thereto. Commentary on these topics constitutes forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.

The information discussed today is qualified in its entirety by the Current Report on Form 8-K that was filed by the ITHAX Acquisition Corp. today and may be accessed on the SEC’s website. Shareholders and prospective investors are urged to read the Form 8-K and other SEC filings in connection with the proposed transaction carefully. We also encourage you to read the press release issued today, the accompanying presentation, and ITHAX Acquisition Corp.’s public filings with the SEC, including a Registration Statement on Form S-4 that will be filed in the near future and will be available on the SEC’s website, and, in particular, to the section or sections titled Risk Factors, for a discussion of the risks that can affect the transaction, ITHAX Acquisition Corp.’s and Mondee’s businesses, and the outlook of the combined company.

This communication is for informational purposes only and shall not constitute an offer to sell, a solicitation of a proxy, consent or authorization or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

I would now like to introduce Orestes Fintiklis, Chairman and CEO of ITHAX Acquisition Corporation.

Please go-ahead sir.

Orestes Fintiklis

Chairman & CEO, ITHAX Acquisition Corp.

Good morning everyone. Thank you for joining us today.

I am excited to announce that we have signed a definitive agreement to combine ITHAX Acquisition Corp. with Mondee Inc.. Mondee is a fast growing technology-first platform and marketplace disruptor, with $3 billion dollars of 2019 gross revenue, which provides gig economy workers, leisure travel agents, value-savvy travelers, corporates, subscribers and other “closed groups” access to curated travel content, including private airfares, directly negotiated with over 500 global airlines and which are not available at the Online Travel Agents. as well as a modern, user-friendly operating system which addresses the shortcomings of legacy systems and platforms. We find Mondee exciting as we believe it is disrupting an archaic $1 trillion dollar segment of the travel market, poised to grow rapidly with the next generation consumers, having capitalized on an early opportunity to become the market leader in private airfare sales to a unique network of over 50,000 leisure travel agents and gig economy workers, with significant penetration in the market. Moreover, the distribution networks of Mondee are almost entirely facilitating leisure travel, the segment of the market that is recovering more rapidly post-pandemic. We are extremely pleased to have found a company, not only with historical profitability, but also with a highly disruptive yet proven business model, that has exponential growth opportunities.

Joining me on the call this morning are Prasad Gundumogula, Founder and Chief Executive Officer of Mondee and Dan Figenshu, Chief Financial Officer of the Company. We will hear from both of them shortly but I would like to first take a few minutes to discuss the transaction.

To begin, ITHAX Acquisition Corp is a uniquely positioned SPAC, co-sponsored by the founders of both a travel and hospitality private equity fund - Ithaca Capital - and an investment bank - AXIA ventures - bringing together the resources of over 60 investment professionals. The SPAC’s management team has over 70 years of combined related experience and almost $30 billion dollars of historical transaction volume. When we launched, our thesis was to partner with an established leader within the travel and hospitality space with a disruptive and proven business model, a history of financial success and predictable growth, yet had been impacted by the pandemic.

As we looked at the marketplace, we identified an arbitrage in valuations between travel and hospitality companies in the public domain vs their counterparts in the private market. A few months into the pandemic, we believe public market investors started to “see through” Covid 19 and as a result many players in travel and hospitality, including Online Travel Agents, hotel operators and others were trading at or close to historical highs as if the pandemic had already subsided, despite their revenues being materially affected by a once in a lifetime shock induced by the pandemic. By contrast, valuations of private companies in the space were negatively impacted. It is this natural arbitrage that we set out to capitalize on.

Mondee not only falls within this category but also we expect its post-closing consolidation and proven accretive M&A strategy to allow the company to capitalize on this arbitrage. We expect that they will do so by strategically acquiring smaller private competitors at lower EBITDA multiples than what we are bringing Mondee to public markets and integrating them under the Mondee umbrella. We believe we are uniquely positioned not only to identify and evaluate Mondee but to add value over the long-term by contributing in areas such as optimizing capital structure, M&A strategy and implementation and introductions to relevant business relationships, which we have already started to do. As an example, we have started enhancing direct connectivity with hotel operators as well as broadening the company’s distribution networks.

The $241.5m of SPAC cash proceeds from the initial public offering that are held in the SPAC’s trust account will fund the company, together with an additional fully commited PIPE of $50 million. PIPE investors include leading financial institutions such as funds affiliated with Morgan Stanley Investment Management, Origami and ARCPE; principals of major private equity funds; strategic investors in travel and leisure such as Travco and Entertainment Benefits; and a diverse group of prominent family offices from the United States and Europe. We want to emphasize that our PIPE commitment is 100% common equity, with PIPE investors coming in at the same valuation - $10 per share - as the SPAC shareholders. We believe this domenstrates the confidence our investors share with us in the quality of this deal thus validating the valuation at which we are bringing the company to market. We are also proud to say that the largest shareholder of Mondee is its management, following a 2015 management buyout, and they are rolling 100% of their shares into the combined entity, together with all other existing Mondee shareholders.

There will be no secondary element to our transaction. The proceeds of the transaction – both SPAC trust fund proceeds and PIPE proceeds – will be used to implement the accretive M&A strategy, which we will highlight for you today, as well as optimize the company’s capital structure. Not only are certain existing Mondee shareholders not cashing out a penny of their investment, but on the contrary, they are participating in the PIPE at the same terms as all other PIPE investors, validating the valuation as well as the bright growth prospects of the Company.

Mondee has historically delivered exponential revenue organic growth of 41% - 63% if you include M&A - and demonestrated its ability to more than double market share within a few years with its highly disruptive business model. The management team will shortly highlight its many growth levers, such as new subscription models, to continue these trends, making us confident that in a post-pandemic recovery scenario over the next couple years, Mondee could potentially surpass $700 million of net revenues and $200 million in EBITDA, which imply a forward looking EBITDA multiple of as low as 4X.

However, given market recovery timing uncertainty, our valuation applied a conservative 2023 projected EBITDA of $80m and $265m of net revenues, assuming $43 net revenue per ticket, which has already been substantially exceeded in 2021, no market share growth and disregardinging the impact of newly launched products and the future M&A. This values the company, on a fully diluted basis, at 10.5x 2023 organic EBITDA, implying an Enterprise Value of $842 million dollars and a pre-money equity valuation of $608 million dollars, adjusting for debt and cash reserves. Post the transaction, the company will have an equity value of approximately $1 billion dollars. Even on this bearish recovery scenario, we believe that the valuation at which we are bringing the company to market is compelling, with a discount of approximately 30% versus a comp set that is growing at a fraction of Mondee’s 41% organic growth. We believe that the ultimate validation to our underwriting came with recent transactions either valuing companies that are growing much slower and/or are primarily exposed to the slower to recover business travel at similar EBITDA multiples to those of Mondee, or valuing high growth traveltech companies at what are much higher EBITDA multiples than the ones we are bringing Mondee to market.

With that, I will pass the call along to Mondee’s Founder and Chief Executive Officer, Prasad Gundumogula.

Prasad Gundumogula

Founder and CEO, Mondee

Thank you, Orestes, and welcome to our audience, thanks for joining our call. We are very excited to be partnering with ITHAX Acquisition Corp. and believe they will be a great long-term partner as we continue to grow the Mondee platform.

To start off with some background, we have built Mondee over the past 10 years into a scalable multi-product, modern technology-first platform and marketplace, which produced $3 billion dollars of 2019 gross revenue, that we believe is creating innovative solutions for a $1tn segment of the travel market. Mondee was founded in 2011 and is run by a team of seasoned entrepreneurs. Together we represent over 100 years of combined experience in the travel industry. Our business strategy has been to build a scalable travel community marketplace, providing what we believe to be the best travel content to target consumers, through the most effective distribution channels, with the most efficient and modern technologies. 

Mondee’s exponential market growth in this $1 trillion segment of the travel market is underpinned by our modern technology marketplace, purpose-built to serve simultaneously the needs of today’s and tomorrow’s gig economy travel workers; value-savvy travelers looking for customized solutions; and at the same time airlines and hotels by collaboration to reduce excess capacity and optimize their revenue management strategies with opaque pricing and curated offerings.

Our disruptive model has driven exponential revenue growth, with a high 2015-2019 net revenue organic growth (CAGR) of 41%; 63% including M&A. But it’s not only growth, as we have proven our model’s historical profitability with over $3bn in 2019 transaction volume or gross revenue, $177 million of adjusted 2019 net revenues, and $46 million in adjusted 2019 EBITDA, which is a 26% 2019 EBITDA margin.

When we founded the company, we saw a massive opportunity to modernize and disrupt an ever larger slice of the travel market than the one addressed by Online Travel Agents (OTAs) in the mid 1990s. Since then, the requirements of this slice of the market have expanded, as the world has moved on beyond the OTAs and the internet and we now live in a new era of the smart-phone, fintech solutions and changing consumer cohorts and trends, which we believe will open up new opportunies for growth and disruption with our content rich conversational commerce platforms.

We started disrupting a $1 trillion leisure, gig economy and small to medium enterprise (SME) travel market segment by initially focusing on the fragmented leisure travel agent segment, then steadily adding service to the rapidly growing gig and remote worker populations, as well as Small and Medimum Sized Enterprise workforce.

As the gig economy grows worldwide, there is a shift toward more independent agents, many of whom work from home or small clusters of offices, which is a trend magnified by the pandemic. We expect leisure travel agents and gig economy workers to need Mondee’s content of flights and hotels as well as its operating platforms and ecosystem to carry on their business. We have disrupted this space, already becoming a market leader in private airfare, not only by providing what we believe to be superior privately negotiated content but also by providing an agile technology platform that we believe is replacing most legacy systems which are command-based, analog or otherwise inefficient. As a result, in our relatively brief history we believe that we have become the de-facto operating system to over 50,000 leisure travel agents, which we believe is the largest penetration in the industry. By comparison, IATA – the International Association of Travel Agents – has approximately 60,000 accredited members globally and there are hundreds of thousands more gig economy workers exercising the trade without such accreditation.

The technology shift Mondee has pioneered is akin to the upgrade from the old text-based Microsoft DOS, to Microsoft Windows or MacOs, or from Reuters to Bloomberg. We believe our platforms have made a dramatic change to the look, feel and usability of the tools for this marketplace.

Mondee’s depth of offering includes a Global Content Hub of over 500 airlines, over 1 million hotel and hospitality accommodations, wholesalers and other aggregators, connected through numerous channels including direct, NDC and GDS’ such as Sabre, Amadeus and Travelport.

With over $3bn in 2019 transaction volume, Mondee is a market leader with almost 5% of the $70 billion-dollar private airfare market, and is a leading marketplace of choice in this highly fragmented market where the second largest competitor is substantially smaller than Mondee and has limited technological capabilities.

And we continue adding to, and expanding our portfolio of offerings, with vacation accommodation rentals, car, cruise and tours, as well as numerous travel ancillaries such as luggage, seats and trip insurance. This growing portfolio expands our capability in curating more personalized offerings and experiences for the growing next generation of travel demand.

We believe that the past two years have rapidly accelerated the trend toward gig and remote workers among start-up, small, medium and large enterprises, creating new consumer cohorts and requirements, which is an even larger opportunity than the one we have taken to become the market leader of the North America private airfare market. These new consumer segments enjoy a myriad of choices, and have an emphasis on seamlessly integrating personal experiences with multi-purpose travel, all the while creating new supplier product requirements and opportunities.

We believe this created the need for a new marketplace model built on feature rich modern technology tools, leveraging the foundation of Mondee’s technology and content platforms. We anticipate that Mondee, with its unique blend of the best-in-class technology and content platforms, market-leading segment-specific pricing processes, and curated offering capabilities and supplier relationships, is perfectly positioned to provide the right marketplace with the right tools and the right content offerings for the next generation of demand growth.

Mondee’s marketplace attractiveness can also be seen from the perspective of the airlines and the hotels. Their objective is to maximize revenues and profits by finding the optimum balance between capacity utilization and rate through revenue management strategies. The way airlines and hotels maximize revenue and profits is to sell a part of their inventory at a lower rate to reduce their excess capacity and the remainder at a higher rate through different channels to different target audiences.

Typically, they achieve this by having a strategy with two different rate-classes, published and private fares. First are the publicly published rates which are generally priced higher and marketed to the consumer directly through OTA’s (also know as Online Travel Agencies), their own websites, or to the Global Distribution Systems, or GDS’. The second rate-class are unpublished or private fares to platforms such as Mondee, and which are only marketed to travel agents, corporations or other “closed groups” such as subscription-based products. In short, Mondee seeks to solve a problem not only for its distribution partners but also for the airlines, by providing a marketplace to fill excess capacity and manage yield through a channel of distribution, that unlike Online Travel Agents (OTAs), does not compete nor cannibalize the sales on the airline’s own website. At the same time, Mondee aims to protect the content of the airlines and the hotels and facilitates their revenue management strategies, through target segment opaque pricing and curated solutions.

From a product and service perspective,we believe that we offer a highly automated, multi-channel service platform with cutting-edge proprietary technologies and next generation solutions that currently include a comprehensive set of brands; TripPro, Rocketrip, TripPlanet, TripPay and UnPub. TripPro, our platform addressed to leisure and gig economy travel agents is a modern, graphics-based, conversational commerce platform that works on mobile, and integrates with current messaging platforms such as WhatsApp, Facebook, Slack, SMS and others.

It has integrated, today’s payment mechanisms and Fintech solutions customized for the travel industry such as modern payment gateways, wallets, virtual cards, and credit card fraud protection solutions which provide additional revenues and cost savings. And it offers tools that make it simple for gig economy workers and leisure travel agents to market great values to their customers. TripPro provides Mar-tech solutions which include marketing and CRM platforms, email, social media and digital campaign management, marketing via various messaging channels, live current deals and more. It’s all there. In other words, we offer “travel solutions in a box”.

As a result, we believe that we have become the “de-facto” operating system for the gig economy segement, which is growing rapidly partly as a result of COVID-layoffs from big travel agencies and partly as a natural feature of the fragmented travel market. Pre-pandemic in 2019 our platform was processing over 50 million searches per day, sourcing prices and assembling travel permutations and combinations at scale comparable to some of the largest global online travel companies. In 2019, Mondee sold 5.4 million flight tickets through its platforms. Having become a market leader in private airfares, focus has now turned to predictably disrupting the Hotel and cruise markets, where in less than 2 years bookings from hotels are having a great and growing impact on Mondee’s revenues.

Our second major product, Rocketrip, was acquired in 2020, to serve the managed travel corporate segment. Now powered by the Mondee platform, it offers incentives for corporate employees to spend less on their business travel. When an employee does a search for a business trip, Rocketrip calculates a “Price to Beat” based on a variety of factors. If the employee books an itinerary under the “Price to Beat”, Mondee splits the savings and shares it between the employee and the corporation.

The stickiness of our networks creates a captive audience with the buildup of recurring revenue streams as well as a few different subscription models similar to Netflix and other tech platforms. This is where the third and fourth products of Mondee come into the picture.

TripPlanet was launched in the summer of 2021. It is a subscription service targeted to small and medium enterprises and member organizations. Today these customers generally book via Travel Management Companies or popular OTA’s. We believe that Mondee offers them what generally the OTAs don’t – value-priced negotiated rates, enhanced and personalized traveler services, and reporting. In only a few months since launch, TripPlanet already has access to more than 4 million members.

Unpub, our closed-user-group traveler loyalty subscription platform is our latest market release. Just like TripPlanet, it is a subscription product but instead of corporates with multiple users, it is targeted at cohorts of value-savvy travelers. Consumers who buy a subscription in a closed-group get access to certain Mondee packaged rates, plus additional benefits. This product, which is in beta stage, has the potential to disrupt a large white space of the travel market by targeting closed groups of value-savvy travelers.

With our technology supported content and comprehensive distribution capabilities, personalized curation, and new subscription-based products across our seamless marketplace, we believe Mondee is rapidly becoming for travel, what Uber and Netflix are for ground transport and video entertainment.

Despite their early success and disruptive potential, because it is still early days, as Orestes mentioned, we are not including revenues and profits from TripPlanet and Unpub in our base case, even though we have a high level of confidence in their success and upside.

Another opportunity of growth for Mondee is building on the history of over a decade of well-calibrated, and successfully integrated M&A transactions. We plan to continue executing a targeted accretive acquisition strategy, which will help accelerate Mondee’s growth plans. Mondee is already effectively a working M&A platform which has begun to consolidate the sector and we have identified a number of accretive acquisition targets that are a good fit for our platform. So we are confident in our current market positioning as well as our opportunities for future growth both organically and through M&A made possible by this transaction.

In closing, let me take a moment and discuss the permanent or semi-permanent changes we’re seeing in the travel market, in part due to COVID, as we believe these changes underpin the company’s growth and product strategies in the near to mid-term. First, we’re living in a world of massive uncertainty and likely will be for quite some time. What does this mean for travel? Consumers will require far more information and assurance when planning and booking their trips. This is driving the growth of the Assisted Travel market, where for example the travel agents market share is expected to grow at 11% year on year between 2021 and 2025, vs the entire travel market growth at 9% in that same period. Businesses – now used to videoconferencing – will hold travel budgets tightly for the foreseeable future. And travel suppliers will need help filling unused capacity as demand fluctuates during the recovery period.

During COVID, we’ve also seen a shift to true “omnichannel” marketplaces – consumers seamlessly transitioning between online and offline shopping. What was a slow migration before COVID is now a complete transition. And we have seen a similar shift to subscription business models. Again, what was a slow migration before is now a full-on stampede as consumers adopt the model for media, retail, food delivery, and more.

Mondee is well positioned to take advantage of these trends. Consumers who require more information and assurance – and who want to shift between offline and online interactions – are well suited for Mondee’s technology-enabled travel agents and products. We believe that businesses that have a need to travel but still want to hold budgets tight will value Mondee’s private, negotiated rates and cost-saving Rocketrip platform. Consumers willing to pay a subscription fee to join closed groups can also tap into personalized offerings.

We intend to press our position here by doubling down on these offerings. Mondee is investing in ancillary products that provide additional flexibility and assurance to consumers. We have built conversational commerce into TripPro, so agents and suppliers can collaborate with consumers across multiple communication channels. And we are committed to subscription models. By the end of 2021, Mondee plans to have subscription elements across its entire product line.

We belive that Mondee is entering 2022 well prepared for a post-COVID world, adding value across the entire spectrum of participants and providing the next generation marketplace for the future of travel.

I will now pass the call over to Dan Figenshu, CFO of Mondee, for a review of our financial performance and outlook.

Dan Figenshu

CFO, Mondee

Thank you, Prasad and thanks again to our audience for attending.

We are proud of the company’s financial history, the trends seen through 2019, and we feel confident about our future growth and outlook.

From 2015 to 2019, net revenue grew organically from $25 million dollars to $100 million dollars, a 41% Compound Annual Growth Rate or CAGR. Factoring in the series of acquisitions made in 2019 and 2020, the combined business had total revenue of $178 million dollars, raising the CAGR to 63%.

Tickets, gross revenue, and net revenue all increased in tandem over this period, and so did Mondee’s market share, rising from 1.9% to 4.6% of the market for private airfares in North America. This growth is much more accelerated than the growth of the market. It represents a 2.4X growth in market share in just 4 years, evidencing how the superior technology and network effects interact to drive this disproportionate growth.

Mondee’s tickets sold more than doubled from 2017 to 2019 to 5.4 million tickets. We are forecasting 2023 to grow to 6.2 million tickets conservatively and based solely on the recovery of the core business in line with the broader industry recovery. As has been mentioned, the launch of TripPlanet and Unpub, in spite of their early successes, are not included in our financial projections, thus have the potential to provide upside to our forecast.

Revenue per ticket grew 50%, from 2017 to 2019 from $21 to $31 per ticket. We are forecasting another increase in 2023 to $43 per ticket, driven by a series of items that have largely already been acted upon, including the implementation of a dynamic pricing system; adding a full suite of high margin ancillary products and fintech solutions that increase the revenue per ticket; renegotiating our contracts with suppliers and partners; and layering in subscription business models across all our products. It is worth pointing out, that already in year to date 2021, we have eclipsed that revenue per ticket target by over 20%.

During COVID, we further automated and enhanced our service processes and offshored labor, allowing us to control and reduce our costs even during periods of significant customer need.

Our Adjusted EBITDA margin nearly doubled from 14% in 2017 to 26% in 2019. We’re conservatively forecasting slower growth in 2023 with adjusted EBITDA margins of 30%, only slightly higher than what we achieved in 2019, even though we have the opportunity for much more.

Taking into account the metrics we just reviewed, we expect Net Revenue to climb nearly 50% from $178 million in 2019 to $265 million in 2023 and Adjusted EBITDA to rise nearly 75% from $46 million dollars in 2019 to $80 million dollars in 2023. There are two main assumptions necessary to reach this target, for travel to reach pre-pandemic levels by 2023, which is the industry consensus, and for revenue per tickets to reach the aforementioned $43.

We want to emphasize that these projections reflect only a recovery in Mondee’s core businesses to pre-COVID levels and do not build in any upside from organic growth strategies, an increase in market share, or any acquisitions on which we may act. In other words, in spite of our growth in market share by 2.4x in the 4 years prior to 2019, we are conservatively assuming in the model no further substantial increase in market share by 2023.

Drivers of our increased revenue projections through 2023 are ticket growth, as well as the increased revenue per ticket driven by dynamic pricing and increased ancillary product attachment and economics. Another contributor is our suite of Fin-tech solutions, which includes using virtual cards. This program, which started in 2019, is expected to grow to almost $20 million dollars in 2023, as reflected in our forecast. Improved contract terms – whether it be with our partenrs and suppliers – will also likely contribute meaningfully in 2023. The most critical renegotiations have already been completed, so we feel confident about this increase which is based on new 5-year duration contracts.

Another important point worth highlighting is that our revenue mix between the different components is expected to change, with a higher portion coming from more sticky and higher margin revenues such as ancillaries, fintech and subscriptions. And again this is without including in 2023, the subscription revenues of the disruptive TripPlanet and Unpub products we previously described.

On the expense side, the company is investing significantly in sales and marketing to ensure ticket growth but holding other expenses relatively tight and we are projecting only a 9% increase from 2019 to 2023.

We believe that our scenario for 2023 of $265m in net revenues and $80m of EBITDA is conservative. As Orestes highlighted earlier, if one were to factor additional levers such as our 2021 YTD revenue per ticket, a moderate growth in market share, as well as the potential impact of TripPlanet and Unpub, we could potentially even have 2x the underwritten net revenues and EBITDA. This does not even include the impact of future accretive M&A, which is the main intended use of SPAC and PIPE capital. With M&A included, we are looking at potentially 3x the underwritten net revenues and EBITDA.

So in summary, we believe that Mondee is in a strong financial position to capitalize on the reopening of the travel industry and on future growth opportunities. And with that, I will hand the call back to Prasad for closing remarks.

Prasad

CEO, Mondee

Thank you, Dan.

To summarize, we are very proud of the marketplace and technology platform we have built over the past 10 years. We believe that we have established ourselves as a leading, profitable, fast growing technology-first travel disruptor, solving the needs of simultaneously gig economy workers, small, medium and large enterprises, subscriber associations and other closed groups as well as the airlines and the hotels. We are confident that we have built industry-changing technology, proven a successful M&A strategy and laid the foundation for rapid growth as the travel market continues to normalize.

We believe that investing in our company is a compelling opportunity for anyone who wants to take a position on the recovery of the travel market for the following three reasons. Firstly, Mondee is coming to market at a very conservative valuation which, even at a conservative $80m 2023 EBITDA, is approximately 30% discounted to incumbents growing at a fraction of our pace. Secondly, the funds from the SPAC and the PIPE will be used to optimize the capital structure of the company and implement an accretive M&A strategy, by acquiring smaller companies with lower EBITDA multiples that can enhance our content and distribution. Finally, we plan to continue with our exponential organic growth in a very predictable manner, by enhancing content in flights and hotels, by adding new content such as cruises, and most importantly by continuing to successfully disrupt a $1 trillion market, just as we have originally disrupted the leisure travel agency space.

On behalf of the entire Mondee management team, I would like to thank all of our employees and current investors who have been instrumental in creating this modern marketplace and growing our platform to where it is today. I would also like to thank and welcome our newest investors, including ITHAX Acquisition Corp., as we begin our next stage of growth.

Thank you and we look forward to updating you all on our progress.

Operator

Thank you. This concludes today’s conference call. On behalf of ITHAX Acquisition Corp. and Mondee, we would like to thank you for joining us today. As the conference has now finished, you may disconnect. Thank you for your participation.

Forward Looking Statements

Certain statements in this Document may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the proposed business combination between ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 366718 (“ITHAX”) and Mondee, Inc., a Delaware corporation (“Mondee”), ITHAX’s and Mondee’s ability to consummate the transaction, the expected closing date for the transaction, the benefits of the transaction and the public company’s future financial performance following the transaction, as well as ITHAX’s and Mondee’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words “anticipates,” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecast,” “future, ” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “propose,” “should,” “seeks,” “will,” or the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by both ITHAX and its management, and Mondee and its management, as the case may be, are inherently uncertain. Except as otherwise required by applicable law, ITHAX disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. ITHAX cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of ITHAX. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; (2) the outcome of any legal proceedings that may be instituted against ITHAX, Mondee, the combined company or others following the announcement of the business combination and any definitive agreements with respect thereto; (3) the inability to complete the business combination due to the failure to obtain approval of the shareholders of ITHAX, to obtain financing to complete the business combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (5) the ability to meet stock exchange listing standards following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations of ITHAX or Mondee as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the business combination; (10) the possibility that ITHAX, Mondee or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the combined company’s business and/or the ability of the parties to complete the proposed business combination; (12) Mondee’s estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; (13) adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside the control of the parties; (14) significant fluctuations in the combined company’s operating results and rates of growth; (15) dependency on the combined company’s relationships with travel agencies, travel management companies and other travel businesses and third parties; (16) payment-related risks; (17) the combined company’s failure to quickly identify and adapt to changing industry conditions, trends or technological developments; (18) unlawful or fraudulent activities in the combined company’s operations; (19) any significant IT systems-related failures, interruptions or security breaches or any undetected errors or design faults in IT systems of the combined company; (20) exchange rate fluctuations; and (21) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary” in ITHAX’s final prospectus relating to its initial public offering dated February 1, 2021 and in subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”), including the registration statement on Form S-4, which includes a prospectus/proxy statement of ITHAX, expected to be filed relating to the business combination. There may be additional risks that neither ITHAX nor Mondee presently know of or that ITHAX or Mondee currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Author and any of their affiliates, directors, officers and employees expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events. 

No Offer or Solicitation

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Information for Investors and Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

In connection with the proposed business combination, ITHAX will confidentially submit a draft registration statement on Form F-4 with the SEC, which draft will include a prospectus/proxy statement of ITHAX. ITHAX also plans to confidentially submit or file other documents with the SEC regarding the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of ITHAX. INVESTORS AND SHAREHOLDERS OF ITHAX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION, WHICH WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Mondee and ITHAX once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.

Participants in the Solicitation

ITHAX, Mondee, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of ITHAX in connection with the proposed transaction. Information about the directors and executive officers of ITHAX is disclosed in ITHAX’s initial public offering prospectus, which was filed with the SEC on February 1, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Additional Information about the Business Combination and Where to Find It

Additional information about the proposed business combination, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K, which will be filed by ITHAX with the SEC and will also be available at www.sec.gov. In connection with the proposed business combination, ITHAX will confidentially submitted a draft registration statement on Form S-4 and will file a registration statement on Form S-4 and the related proxy statement/prospectus with the SEC. Additionally, ITHAX will file other relevant materials with the SEC in connection with the proposed business combination of ITHAX with Mondee. The materials to be filed by ITHAX with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Investors and security holders of ITHAX are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination.

EX-99.4

Exhibit 99.4

On Monday, December 20, 2021, ITHAX Acquisition Corp., a Cayman Islands exempted company, and Mondee Holdings II, Inc., a Delaware corporation, released an audiovisual announcement. The transcript of the announcement is set forth below.

Mondee is a technology-first travel market disruptor serving the needs of both travel professionals and connected consumers as a leading modern travel marketplace, efficiently matching target consumer demand with full travel content by offering highly curated and value-priced travel experiences.

By providing this modern technology-based marketplace, Mondee has grown exponentially to $3 billion of transaction volume, as an Uber-like gig travel worker platform, connecting over 500 global airlines and 50,000 leisure travel agents, to support over 50 million unique daily searches and processing 5.4 million air tickets in 2019.

But… How did we get here?

[SPAC TO THE FUTURE SCREEN APPEARS]

Not so long ago, the only way to book travel was by visiting a travel agency or over the phone.

In the mid-90s, the internet changed the travel Industry with the advent of Online Travel Agents and the launch of booking websites by airlines and hotels, where self-service travelers received standard offerings on simple, non-customized itineraries online.

Meanwhile, a larger $1 trillion dollar segment of the travel market was still using dated command-based systems without many modern technologies such as smart-phone compatibility or payment options beyond the credit card. Larger travel agencies persisted, but many others fragmented into tens of thousands of small to medium leisure travel companies or self-employed workers. While they remained technologically underserved and operationally inefficient, the increasingly value-savvy traveler was left with limited curated choices and impersonal service.

But the global technology revolution marched on, with the rapid rise of anywhere anytime connectivity, conversational commerce and fintech solutions, while the internet became one more commodity channel like the telephone landline.

At the same time, travel booking options exploded, creating almost unlimited choices for travelers and an avalanche of data at their fingertips.

These developments powered the fast growth of the gig economy and remote workers, seeking Uber-like efficient content-rich platforms, and produced today’s information empowered, value-savvy, connected traveler who continually seeks more curated, personalized, and value-based travel experiences, accessible on any device, while large, medium, and smaller businesses continually deal with steadily increasing cost pressures which translates into tighter travel budgets.

This all led to the rising need for increasingly efficient, universally connected operating platforms with ready access to rich, value-priced content and curation tools. All the elements of a modern technology-led marketplace, seamlessly connecting airlines, hotels and other travel content with gig workers and value-savvy travelers.

Mondee, the technology-first disruptor, had answers at every stage to better serve the needs of both travel professionals and connected travelers, becoming a leading modern travel marketplace, efficiently matching target consumer demand with full travel content by offering highly curated and value-priced travel experiences.

Mondee capitalized on an early opportunity to disrupt the leisure travel agent market by 2015, with a mobile and fintech-enabled operating system connecting over 500 global airlines and 50,000 leisure travel agents.

Mondee rapidly became a market leader in North America private airfares with its extensive global content hub, and now is similarly and predictably disrupting the hotel and cruise markets.

Mondee now offers the growing pool of gig economy and remote travel workers every service and value-add product they need, such as access to global travel content, website, CRM software and fraud protection, with ancillaries such as travel insurance, and tools such as conversational commerce, fintech and Martech solutions, all as the indispensable “Travel Solution in a Box”.

At the same time Mondee is helping airlines, hotels and other travel suppliers reduce excess capacity and optimize their revenue management strategies through alternative channels that do not compete with their own direct sales channels.

Mondee has moved on to disrupting the membership organizations, non-profits, small-to-medium sized corporates and value-savvy consumer travel cohorts with its modern travel marketplace by expanding its corporate travel platform [RocketTrip logo icon appears] and introducing Netflix-style subscription-based products [TripPlanet and UnPub logo icon appears], riding a new wave of disruption to capture a big slice of this $1 trillion emerging market of connected consumers. TripPlanet was launched in the summer of 2021 and has already acquired 4 million members.

Just as there is now an Uber for transportation and Netflix for entertainment, Mondee is quickly becoming a de-facto modern world travel marketplace. Mondee is the future of Travel.

Forward Looking Statements

Certain statements in this Document may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the proposed business combination between ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 366718 (“ITHAX”) and Mondee, Inc., a Delaware corporation (“Mondee”), ITHAX’s and Mondee’s ability to consummate the transaction, the expected closing date for the transaction, the benefits of the transaction and the public company’s future financial performance following the transaction, as well as ITHAX’s and Mondee’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words “anticipates,” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecast,” “future, ” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “propose,” “should,” “seeks,” “will,” or the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by both ITHAX and its management, and Mondee and its management, as the case may be, are inherently uncertain. Except as otherwise required by applicable law, ITHAX disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. ITHAX cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of ITHAX. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; (2) the outcome of any legal proceedings that may be instituted against ITHAX, Mondee, the combined company or others following the announcement of the business combination and any definitive agreements with respect thereto; (3) the inability to complete the business combination due to the failure to obtain approval of the shareholders of ITHAX, to obtain financing to complete the business combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (5) the ability to meet stock exchange listing standards following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations of ITHAX or Mondee as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the business combination; (10) the possibility that ITHAX, Mondee or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the combined company’s business and/or the ability of the parties to complete the proposed business combination; (12) Mondee’s estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; (13) adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside the control of the parties; (14) significant fluctuations in the combined company’s operating results and rates of growth; (15) dependency on the combined company’s relationships with travel agencies, travel management companies and other travel businesses and third parties; (16) payment-related risks; (17) the combined company’s failure to quickly identify and adapt to changing industry conditions, trends or technological developments; (18) unlawful or fraudulent activities in the combined company’s operations; (19) any significant IT systems-related failures, interruptions or security breaches or any undetected errors or design faults in IT systems of the combined company; (20) exchange rate fluctuations; and (21) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary” in ITHAX’s final prospectus relating to its initial public offering dated February 1, 2021 and in subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”), including the registration statement on Form S-4, which includes a prospectus/proxy statement of ITHAX, expected to be filed relating to the business combination. There may be additional risks that neither ITHAX nor Mondee presently know of or that ITHAX or Mondee currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Author and any of their affiliates, directors, officers and employees expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events. 

No Offer or Solicitation

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Information for Investors and Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

In connection with the proposed business combination, ITHAX will confidentially submit a draft registration statement on Form F-4 with the SEC, which draft will include a prospectus/proxy statement of ITHAX. ITHAX also plans to confidentially submit or file other documents with the SEC regarding the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of ITHAX. INVESTORS AND SHAREHOLDERS OF ITHAX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION, WHICH WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Mondee and ITHAX once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.

Participants in the Solicitation

ITHAX, Mondee, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of ITHAX in connection with the proposed transaction. Information about the directors and executive officers of ITHAX is disclosed in ITHAX’s initial public offering prospectus, which was filed with the SEC on February 1, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Additional Information about the Business Combination and Where to Find It

Additional information about the proposed business combination, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K, which will be filed by ITHAX with the SEC and will also be available at www.sec.gov. In connection with the proposed business combination, ITHAX will confidentially submitted a draft registration statement on Form S-4 and will file a registration statement on Form S-4 and the related proxy statement/prospectus with the SEC. Additionally, ITHAX will file other relevant materials with the SEC in connection with the proposed business combination of ITHAX with Mondee. The materials to be filed by ITHAX with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Investors and security holders of ITHAX are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination.