SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Mondee Holdings, Inc.
(Name of Issuer)

Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)

465712107
(CUSIP Number)

 ITHAX Acquisition Sponsor LLC

555 Madison Avenue

Suite 11A

New York, NY 10022

(212) 792-0253

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 18, 2022
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.      465712107
1	NAME OF REPORTING PERSONS ITHAX Acquisition Sponsor LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨        (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER  0
		9	SHARED VOTING POWER 5,894,700(1)
		0	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,894,700(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,894,700(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%(1)(2)
14	TYPE OF REPORTING PERSON (See Instructions) OO

CUSIP No.        465712107
1	NAME OF REPORTING PERSONS Orestes Fintiklis
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨        (b) ¨
3	SEC USE ONLY
4	Source of Funds (See Instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cyprus
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 260,000(1)
	8	SHARED VOTING POWER 5,894,700(1)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 5,894,700(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,154,700(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6%(1)(2)
14	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No.        465712107
1	NAME OF REPORTING PERSONS Dimitrios Athanasopoulos
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨        (b) ¨
3	SEC USE ONLY
4	Source of Funds (See Instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 5,894,700(1)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 5,894,700(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,894,700(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%(1)(2)
14	TYPE OF REPORTING PERSON (See Instructions) IN

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment No. 2”) is being filed by and on behalf of ITHAX Acquisition Sponsor LLC (“Sponsor”), Orestes Fintiklis, and Dimitrios Athanasopoulos (each, a “Reporting Person”, and collectively the “Reporting Persons”) to fix clerical errors in that certain Schedule 13D filed with the U.S. Securities and Exchange Commission on July 1, 2022, (the “Schedule 13D/A”), relating to the ordinary shares, par value $0.001 per share (the “Ordinary Shares”), of ITHAX Acquisition Corp., a Cayman Islands exempted company (“ITHAX”), held of record by the Sponsor. Following the Business Combination (as defined below), ITHAX domesticated to a Delaware corporation and changed its name to Mondee Holdings, Inc. (the “Issuer”).

This Amendment. No. 2 amends and restates the Schedule 13D/A in its entirety.

(1)

See Item 4. Terms of these shares are more fully described under the heading “Description of Securities” in the Issuer’s Registration Statement on Form S-1 (File No. 333-266277). Mr. Fintiklis is the sole director of Ithaca (as defined below) and Mr. Athanasopoulos is a shareholder of GMDA (as defined below). Ithaca and GMDA are the two managing members of ITHAX Acquisition Sponsor LLC. By virtue of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by ITHAX Acquisition Sponsor LLC. Includes 232,500 private placement warrants held by ITHAX Acquisition Sponsor LLC, which will be exercisable for shares of Class A Common Stock commencing 30 days after July 18, 2022, pursuant to the Amended and Restated Warrant Agreement of the Issuer.

(2)

Based on 80,547,218 shares of common stock issued and outstanding as of July 18, 2022 as reported in the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 22, 2022.

Item 1. Security and Issuer.

This statement on Schedule 13D (the “Schedule 13D”) relates to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) of the Issuer, whose principal executive offices are located at 10800 Pecan Park Blvd., Suite 315, Austin, Texas 78750.

Item 2. Identity and Background

The Schedule 13D is being filed by the Reporting Persons.

Sponsor is organized under the laws of the State of Delaware. Mr. Fintiklis is a citizen of Cyprus and a permanent resident of the United States, Mr. Athanasopoulos is a citizen of the United States. The address for the principal business office of each Reporting Person is 555 Madison Avenue, Suite 11A, New York, NY 10022.

The principal occupation of Mr. Fintiklis is serving as sole director of Ithaca Capital Opportunities 6 LLC, a Delaware limited liability company (“Ithaca”), which is one of the two managing members of Sponsor. The principal occupation of Mr. Athanasopoulos is serving as sole director of GMDA Capital Opportunities Ltd, an entity organized under the laws of Cyprus (“GMDA”), which is one of the two managing members of Sponsor. The principal business of Sponsor is investing in securities, including the securities of the Issuer.

During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 4 below summarizes certain provisions of the Business Combination Agreement (as defined below) that pertain to the securities acquired by the Reporting Person. In connection with the closing of the Business Combination (as defined below), the Reporting Person’s existing securities in ITHAX were converted into securities of the Issuer.

Item 4. Purpose of Transaction

Domestication and Business Combination

On July 18, 2022, pursuant to the Business Combination Agreement (the “Business Combination Agreement”), dated as of December 20, 2021, by and among ITHAX, Ithax Merger Sub I, LLC, a Delaware limited liability company, (“First Merger Sub”), Ithax Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”), and Mondee Holdings II, Inc. (“Mondee”), ITHAX de-registered as an exempted company in the Cayman Islands, domesticated as a corporation in the State of Delaware and changed its name to “Mondee Holdings, Inc.” (the “Domestication”).

In connection with the Domestication, (i) each issued and outstanding Class A ordinary share, par value $0.001 per share (the “Class A ordinary shares”), and each issued and outstanding Class B ordinary share, par value $0.001 per share (the “Class B ordinary shares”), of ITHAX was converted into one share of Class A Common Stock of the Issuer; (ii) each issued and outstanding whole warrant to purchase Class A ordinary shares of ITHAX automatically represented the right to purchase one share of Class A Common Stock at an exercise price of $11.50 per share on the same terms and conditions set forth during issuance; (iii) the governing documents of ITHAX were amended and restated and became the certificate of incorporation and the bylaws of the Issuer; and (iv) ITHAX’s name changed to “Mondee Holdings, Inc.” As a result of the Domestication, the Reporting Persons acquired 5,894,700 shares of Class A Common Stock (the “Sponsor Shares”) and warrants to purchase 232,500 shares of Class A Common Stock from the Issuer.

On July 18, 2022 (the “Closing Date”), pursuant to the Business Combination Agreement, First Merger Sub merged with and into Mondee, with Mondee surviving such merger as a wholly owned subsidiary of the Issuer (the “First Merger”). Immediately following the First Merger and as part of the same overall transaction as the First Merger, Mondee with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of the Issuer (the “Second Merger” and together with the First Merger, the “Business Combination”).

Registration Rights Agreement

Concurrently with the consummation of the Business Combination, on the Closing Date, the Issuer, the Sponsor, and other parties thereto entered into the Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Issuer agreed to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended, certain shares of Class A Common Stock and other equity securities of the Issuer that are held by the parties thereto from time to time, subject to the restrictions on transfer therein.

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, the Sponsor entered into a sponsor support agreement (the “Sponsor Support Agreement”) with ITHAX. Pursuant to the Sponsor Support Agreement, the Sponsor agreed that if the Company waives in writing the minimum cash condition set forth in Section 7.03(e) of the Business Combination agreement, the Sponsor shall forfeit and surrender to ITHAX, for no consideration, of 603,750 of its Class B ordinary shares.

The foregoing descriptions of the Registration Rights Agreement and the Sponsor Support Agreement do not purport to be complete and are qualified in their entirety by the full text of such agreements, each of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.

PIPE Subscription Agreement

In connection with the execution of the Business Combination Agreement, the Sponsor entered into a subscription agreement with ITHAX (the “Subscription Agreement”), pursuant to which the Sponsor subscribed for 260,000 shares of Class A Common Stock (the “PIPE Shares”) which were subsequently issued on the Closing Date to the Sponsor or its affiliates or designees.

Assignment Agreement

Pursuant to that certain Securities Assignment Agreement, dated October 28, 2020, by and between the Sponsor and George Syllantavos (the “Assignment Agreement”), the Sponsor agreed to assign to Mr. Syllantavos shares of Class A Common Stock in an amount to be calculated pursuant to the formula set forth in the Assignment Agreement. Following the Closing Date, the Sponsor assigned 206,550 shares of Class A Common Stock to Mr. Syllantavos.

General

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intends to review its investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the terms of the Sponsor Support Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the board of directors, and security holders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Class A Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or distribution policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the board of directors. There can be no assurance, however, that the Reporting Persons will propose such a transaction, that any proposed transaction would receive the requisite approvals from the respective governing bodies and stockholders, as applicable, or that any such transaction would be successfully implemented.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change its purpose or formulate different plans or proposals with respect thereto at any time.

Item 5. Interest in Securities of the Issuer

(a) - (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 80,547,218 shares of Class A Common Stock outstanding as of July 18, 2022, which includes 232,500 shares of Class A Common Stock issuable upon exercise of the warrants.

Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
ITHAX Acquisition Sponsor LLC		5,894,700		7.3	%		0		5,894,700		0		5,894,700
Orestes Fintiklis		6,154,700		7.6	%		260,000		5,894,700		260,000		5,894,700
Dimitrios Athanasopoulos		5,894,700		7.3	%		0		5,894,700		0		5,894,700

The securities reported above: (i) 232,500 shares of Class A Common Stock issuable upon exercise of the warrants held by the Sponsor, (ii) 5,662,200 shares of Class A Common Stock held by the Sponsor and (iii) solely with respect to Mr. Fintiklis, 260,000 shares of Class A Common Stock that the Sponsor or its affiliates or designees purchased pursuant to the Subscription Agreement.

Sponsor is the record holder of the Sponsor Shares. ITHAX Acquisition Sponsor CY, Ltd. is the record holder of the PIPE Shares. Mr. Fintiklis is the sole director of Ithaca and Mr. Athanasopoulos is a shareholder of GMDA. Ithaca and GMDA are the two managing members of Sponsor. By virtue of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by Sponsor. Mr. Fintiklis is the controlling shareholder of ITHAX Acquisition Sponsor CY, Ltd. By virtue of this relationship, Mr. Orestes may be deemed to have beneficial ownership of the securities held of record by ITHAX Acquisition Sponsor CY, Ltd.

(c) The Reporting Persons have not effected any transactions of the Issuer’s Class A Common Stock during the 60 days preceding the date of this report, except as described in Item 4 of this Schedule 13D, which information is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 4 above summarizes certain provisions of the Registration Rights Agreement, Sponsor Support Agreement, and Subscription Agreement and is incorporated herein by reference. A copy of these agreements are attached as exhibits to this Schedule 13D, and are incorporated herein by reference.

Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits

Exhibit Number	Description
1	Joint Filing Agreement.
2	Registration Rights Agreement, dated July 18, 2022, by and among the Issuer and other parties thereto. (Incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed July 20, 2022).
3	Sponsor Support Agreement, dated December 20, 2021, by and among ITHAX and other parties thereto. (Incorporated by reference to Exhibit 10.3 to the ITHAX’s Current Report on Form 8-K filed December 20, 2021).
4	Form of PIPE Subscription Agreement. (Incorporated by reference to Annex F to the Issuer’s Registration Statement on Form S-4 filed March 21, 2022).
5	Securities Assignment Agreement, dated October 28, 2020, by and between the Sponsor and George Syllantavos.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 28, 2022

ITHAX ACQUISITION SPONSOR LLC
By:	/s/ Orestes Fintiklis
Name:	Orestes Fintiklis
Title:	Director of Ithaca Capital Partners 6 LLC, a managing member of ITHAX Acquisition Sponsor LLC
ORESTES FINTIKLIS
/s/ Orestes Fintiklis
DIMITRIOS ATHANASOPOULOS
/s/ Dimitrios Athansopoulos

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Class A Common Stock, $0.0001 par value per share, of Mondee Holdings, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of July 28, 2022.

ITHAX ACQUISITION SPONSOR LLC
By:	/s/ Orestes Fintiklis
Name:	Orestes Fintiklis
Title:	Director of Ithaca Capital Partners 6 LLC, a managing member of ITHAX Acquisition Sponsor LLC
ORESTES FINTIKLIS
/s/ Orestes Fintiklis
DIMITRIOS ATHANASOPOULOS
/s/ Dimitrios Athansopoulos

EX-99.5

Exhibit 5

SECURITIES ASSIGNMENT AGREEMENT

This Securities Assignment Agreement (this “Agreement”), dated as of October 28, 2020, is made and entered into by and among ITHAX Acquisition Sponsor, LLC, a limited liability company formed under the laws of the state of Delaware (the “Sponsor”) and George Syllantavos, an individual (“Recipient”).

        WHEREAS, in order to induce Recipient to serve in his capacities with and promote the best interests of the Company (as defined below) and on the terms and subject to the conditions set forth in this Agreement, the Sponsor wishes to (1) assign 10,000 Class B ordinary shares, $0.001 par value per share (the “Class B Shares”) and (2) subsequently, sell and assign a number of shares of Class A ordinary shares, $0.001 par value per share (the “Class A Shares”), of ITHAX Acquisition Corp. (the “Company” or “SPAC”), as set forth herein, to Recipient and Recipient agrees to purchase the Shares and be bound by the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1  Purchase of Securities.    

(a)       Promptly following the execution of this Agreement, but not later than five (5) business days hereafter, Sponsor agrees to assign 10,000 Class B Shares to Recipient.

(b)       Promptly following the consummation of the initial business combination (the “Initial Business Combination”) of the Company, but not later than five (5) business days thereafter, Sponsor agrees to assign and sell to Recipient a number of Class A Shares equal to four percent (4%) of the number of Class A Shares, minus 10,000, held by the Sponsor, upon both (i) the consummation of the Initial Business Combination and (ii) the conversion of all outstanding Class B Shares to Class A Shares.  In consideration, Recipient shall pay Forty-One Thousand Two Hundred Fifty Dollars ($41,250.00) (the “Purchase Price”) upon request of the Sponsor and no later than five (5) business days prior to the initial public offering of the SPAC, in accordance with the instructions set forth in Section 1(d).

(c)       Within a reasonable time after the Initial Business Combination, but not later than five (5) business days following the Initial Business Combination, (i) the Sponsor shall deliver to the Company for cancellation applicable Class B Shares and Class A Shares held by the Sponsor, (ii) the Company shall re-issue to the Sponsor certificates representing the Class A Shares held by the Sponsor after giving effect to the sale and transfer of the Shares to Recipient pursuant to this Agreement and (iii) the Company shall issue and deliver to Recipient certificates representing the Shares purchased by Recipient in the name and amount as set forth in the recitals hereto.

(d)       Recipient shall pay the Purchase Price in accordance with Section 1(b) by wire transfer of immediately available funds in accordance with the following wire instructions:

Beneficiary: ITHAX Acquisition Sponsor LLC

Bank: [***]_

Account Number: [***]

ABA: [***]

SWIFT: [***]

(e)       In addition to the Purchase Price, Recipient shall promote the interests of the Company, by inter alia:

i. being appointed to the board of the Company as one of the three independent directors;

ii. being appointed as the chair of the audit committee and, if necessary, to also be appointed as a member on the compensation committee of the Company;

iii. reviewing the S-1 and other relevant filings and providing bona fide comments;

iv. reviewing figures and calculations in relevant filings;

v. potentially assisting in identification of potential targets for the Company;

vi. assisting in the strategy, negotiation, drafting of term sheets/letters of intent and other tasks related to the negotiation of the Company business combination; and

vii. assisting in any way requested by Sponsor to provide his expertise on matters related to special purpose acquisition companies.

Section 2       No Conflicts.    Each party represents and warrants that neither the execution and delivery of this Agreement by such party, nor the consummation or performance by such party of any of the transactions contemplated hereby, will with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any agreement to which it is a party.

Section 3        Representations.    Recipient represents and warrants, with respect to himself only, as follows: Recipient hereby acknowledges that an investment in the Shares involves certain significant risks. Recipient has no need for liquidity in his investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Recipient acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless Recipient either registers the Shares in accordance with federal and state securities laws or finds and complies with an exemption under such laws and such transfer complies with all applicable lock-up restrictions (described in the Subscription Agreement, defined in Section 5 below) on such Recipient. Recipient further understands that any certificates evidencing the Shares bear a legend (as provided in the Subscription Agreement) referring to the foregoing transfer restrictions. The Shares are being purchased solely for Recipient’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and Recipient has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Recipient has been given the opportunity to (i) ask questions of and receive answers from the Sponsor and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Sponsor possesses or can acquire without unreasonable effort or expense that is necessary to assist Recipient in evaluating the advisability of the receipt of the Shares and an investment in the Company. Recipient is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Recipient is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933.

Section 4        Assignment of Rights.     Recipient may assign his rights herein to immediate family members of Recipient and trusts established by Recipient for estate planning purposes, by virtue of the laws of descent and distribution or pursuant to a domestic relations order, so long as such transferees (i) agree to be bound by all applicable transfer restrictions relating to the Shares, including the lock-up restriction, (ii) agree to vote in favor of the Company’s initial business combination in the event the Company seeks stockholder approval in connection with its initial business combination and (iii) waive any right to participate in any liquidation distribution if the Company fails to consummate an initial business combination.

Section 5        Recipient’s Obligations. Recipient hereby agrees that the Shares are subject to the restrictions and obligations as set forth in that certain Securities Subscription Agreement dated October 6, 2020 (the “Subscription Agreement”) between the Sponsor and the Company. Recipient hereby agrees to be a party to that certain letter agreement between the Company and Recipient in the form anticipated to be filed with the Securities Exchange Commission.

Section 6       Most Favored Nation. The Sponsor hereby agrees that in the event it enters into any agreement that provides rights and benefits to the Sponsor as a result of the Sponsor’s ownership of Class A Shares or Class B Shares, the Sponsor shall offer Recipient the opportunity to obtain the same rights and benefits provided for in such agreement (pro-rata 4%), subject to the same terms and conditions set forth therein.

Section 7        Miscellaneous.    This Agreement, together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. Except as otherwise provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

SPONSOR:
ITHAX Acquisition Sponsor LLC
By:	/s/ Orestes Fintiklis
	Name:	Orestes Fintiklis
	Title:	Director of Ithaca Capital
		Partners 6 LLC, the managing
		member of the Sponsor
RECIPIENT:
/s/ George Syllantavos
George Syllantavos

[Signature Page to Securities Assignment Agreement (Syllantavos)]