September 27, 2016
Exhibit 10.17
September 27, 2016
To each of the Shareholders of
Yatra set forth on the Signature
Pages Hereto
Re: Letter Agreement
Ladies and Gentlemen:
As you may be aware, Yatra Online, Inc., a Cayman Islands exempted company limited by shares (the “Company”), intends to have its ordinary shares (“Ordinary Shares”) commence trading on NASDAQ on or before December 19, 2016.
Pursuant to the Company’s articles of association (the “Articles”), all of the preference shares of the Company may be converted into Ordinary Shares at the option of the holder thereof. In order to facilitate the proposed listing which shall be for the benefit of the Company and all its shareholders and recognizing the amount invested by each shareholder, each of the undersigned holders of preference shares of the Company hereby agrees to exercise its right under the Articles to convert their preference shares into Ordinary Shares effective immediately prior to the commencement of trading of the Ordinary Shares on NASDAQ (the “Conversion”).
The Company and each of the undersigned shareholders of the Company acknowledge and agree that upon the consummation of the Conversion, the issued share capital of the Company, as shown on the Company's register of members, will be as set forth in Exhibit A.
The Company and each of the undersigned shareholders of the Company agree to do all things necessary to consummate the Conversion, including voting such shareholder’s preference shares in favor of any resolutions necessary to approve the Conversion (whether at a shareholders’ meeting or pursuant to a written consent of shareholders).
This letter shall be governed in all respects by the laws of the Cayman Islands as such laws are applied to agreements between Cayman Islands residents entered into and performed entirely in the Cayman Islands.
This letter and the Exhibits hereto and the other documents referred to herein or delivered pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this letter.
In the event one or more of the provisions of this letter should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this letter, and this letter shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
This letter may be amended or modified only upon the written consent of the Company and each of the undersigned shareholders of the Company.
Each undersigned shareholder hereby represents and warrants to the Company as follows: (a) such shareholder has all necessary power and authority under all applicable provisions of law to execute and deliver this letter and to carry out its provisions; (b) all action on such shareholder’s part required for the lawful execution and delivery of this letter have been taken; and (c) upon such shareholder’s execution and delivery, this letter will be valid and binding obligations of such shareholder, enforceable against such shareholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies. Each undersigned shareholder agrees to indemnify the Company for any claims, losses or expenses incurred by the Company as a result of any of the representations of such shareholder set forth herein being untrue.
Unless otherwise provided herein, any notice required or permitted under this letter shall be deemed effective upon the earlier of (a) actual receipt or (b) (i) on the day of delivery by email or confirmed facsimile transmission, (ii) three business day after the business day of deposit with an internationally recognized overnight courier service for express delivery, freight prepaid, or (iii) seven business days after deposit with the United States Post Office for delivery by registered or certified mail, shall be addressed to the party to be notified at the address indicated for such party on such shareholder’s signature page hereto, or at such other address as such party may designate by ten (10) days’ advance written notice to the other parties.
If the Company issues additional Ordinary Shares or preference shares at any time between the date of this letter and the effectiveness of the Conversion (“Additional Shares”) the Company shall ensure that the holders of such Additional Shares shall become a party to this letter by executing and delivering a counterpart signature page hereto thereby agreeing to be bound by and subject to the terms of this letter as an undersigned shareholders hereunder and the Company shall update Exhibit A to reflect the issuance of such Additional Shares.
This letter may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
| Sincerely, for Yatra Online, Inc. | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | CEO | |
[Shareholder Signature Pages Follow]
Acknowledged and Concurred,
| ORDINARY SHAREHOLDERS | ||
| /s/ Xxxxx Xxxxxxx | ||
| Xxxxx Xxxxxxx | ||
| Address: | ||
| /s/ Xxxxxx Xxxx | ||
| Xxxxxx Xxxx | ||
| Address: | ||
| /s/ Xxxxxxx Xxxx | ||
| Xxxxxxx Xxxx | ||
| Address: | ||
| /s/ Xxxxxx Xxxxxx | ||
| Xxxxxx Xxxxxx | ||
| Address: | ||
[SIGNATURE PAGE TO LETTER]
Acknowledged and Concurred,
| ORDINARY SHAREHOLDERS | ||
| Wortal, Inc. | ||
| By: | /s/ Uday Bellary | |
| Print Name: | Uday Bellary | |
| Title: | Chairman of the Board | |
| Address: | ||
[SIGNATURE PAGE TO LETTER]
Acknowledged and Concurred,
| HOLDERS OF PREFERENCE SHARES | ||
| Norwest Venture Partners X, LP | ||
| By: | Genesis VC Partners X, LLC, General Partner | |
| By: | /s/ Xxxxxx Xxxxx | |
| Print Name: | Xxxxxx Xxxxx | |
| Title: | Managing Partner | |
| Address: | ||
| Norwest Venture Partners IX, LP | ||
| By: | Genesis VC Partners IX, LLC, General Partner | |
| By: | /s/ Xxxxxx Xxxxx | |
| Print Name: | Xxxxxx Xxxxx | |
| Title: | Managing Partner | |
| Address: | ||
[SIGNATURE PAGE TO LETTER]
Acknowledged and Concurred,
| HOLDERS OF PREFERENCE SHARES | ||
| Vertex Asia Fund Pte. Ltd. | ||
| By: | /s/ Chua Xxx Xxxx | |
| Print Name: | Chua Xxx Xxxx | |
| Title: | Director | |
| Address: | ||
[SIGNATURE PAGE TO LETTER]
Acknowledged and Concurred,
| Rajasthan Trustee Company Pvt Ltd A/c SME Tech Fund RVCF Trust II | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Print Name: | Xxxxxx Xxxxx | |
| Title: | CEO | |
| Address: | ||
[SIGNATURE PAGE TO LETTER]
Acknowledged and Concurred,
| HOLDERS OF PREFERENCE SHARES | ||
| IDG Ventures India Fund II LLC. | ||
| By: | /s/ Gulstan Ramgockim | |
| Print Name: | Gulstan Ramgockim | |
| Title: | Director | |
| Address: | ||
[SIGNATURE PAGE TO LETTER]
Acknowledged and Concurred,
| HOLDERS OF PREFERENCE SHARES | ||
| Reliance Capital Limited | ||
| By: | /s/ Xxxx Xxxxx | |
| Print Name: | Xxxx Xxxxx | |
| Title: | CFO | |
| Address: | ||
[SIGNATURE PAGE TO LETTER]
Acknowledged and Concurred,
| HOLDERS OF PREFERENCE SHARES AND ORDINARY SHARES | ||
| E-18 Limited | ||
| By: | /s/ [illegible] | |
| Print Name: | CCY Management Limited | |
| Title: | Director | |
| Address: | ||
[SIGNATURE PAGE TO LETTER]
Acknowledged and Concurred,
| HOLDERS OF PREFERENCE SHARES | ||
| Intel Capital Corporation | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Print Name: | Xxxxxxx X. Xxxxx | |
| Title: | Authorized Signatory | |
| Address: | ||
[SIGNATURE PAGE TO LETTER]
Acknowledged and Concurred,
| HOLDERS OF PREFERENCE SHARES | ||
| Valiant Capital Master Fund LP | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Print Name: | Xxxxx Xxxxxx | |
| Title: | CFO | |
| HOLDERS OF PREFERENCE SHARES | ||
| Valiant Capital Partners LP | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Print Name: | Xxxxx Xxxxxx | |
| Title: | CFO | |
| Address: | ||
[SIGNATURE PAGE TO LETTER]
Acknowledged and Concurred,
| HOLDERS OF OF A RIGHT TO SWAP ORDINARY SHARES OF YATRA ONLINE PRIVATE LIMITED FOR ORDINARY SHARES OF YATRA ONLINE, INC. | ||
| Capital18 Fincap Private Limited | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Print Name: | Xxxxxxx Xxxxxx | |
| Title: | Authorized Signatory | |
| Address: | ||
| Pandara Trust Scheme I | ||
| By: | /s/ Xx Xxxxxxxxxxxxxxxxx | |
| Print Name: | Xx Xxxxxxxxxxxxxxxxx | |
| Title: | Designated Partner | |
| Address: | ||
[SIGNATURE PAGE TO LETTER]
Acknowledged and Concurred,
| HOLDERS OF PREFERENCE SHARES | ||
| Macquarie Corporate Holdings Pty Limited | ||
| By: | /s/ Xxxx Xxxxxx | |
| Print Name: | Xxxx Xxxxxx | |
| Title: | Division Director | |
| Address: | ||
| HOLDERS OF PREFERENCE SHARES | ||
| Macquarie Corporate Holdings Pty Limited | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Print Name: | Xxxxx Xxxxxxx | |
| Title: | Division Director | |
| Address: | ||
[SIGNATURE PAGE TO LETTER]
Exhibit A*
| Shareholder | Ordinary Shares Post-Conversion | Ordinary Shares Post-Reverse Stock Split** | Percentage Ownership | |||||||||
| Xxxxx Xxxxxxx | 1,470,000 | 271,013 | 1.24 | % | ||||||||
| E-18 Limited | 10,449,264 | 1,926,454 | 8.78 | % | ||||||||
| Capital18 Fincap Private Limited*** | 3,090,543 | 569,781 | 2.60 | % | ||||||||
| Xxxxxx Xxxxxx | 168,000 | 30,973 | 0.14 | % | ||||||||
| Xxxxxxx Xxxx | 168,000 | 30,973 | 0.14 | % | ||||||||
| IDG Ventures India Fund II LLC | 5,307,377 | 978,482 | 4.46 | % | ||||||||
| Pandara Trust Scheme I*** | 936,386 | 172,635 | 0.79 | % | ||||||||
| Intel Capital Corporation | 11,810,030 | 2,177,328 | 9.92 | % | ||||||||
| Macquarie Corporate Holdings Pty Limited | 1,759,331 | 324,355 | 1.48 | % | ||||||||
| Xxxxxx Xxxx | 1,470,000 | 271,013 | 1.24 | % | ||||||||
| Norwest Venture Partners IX, LP | 18,620,098 | 3,432,850 | 15.64 | % | ||||||||
| Norwest Venture Partners X, LP | 18,620,099 | 3,432,850 | 15.64 | % | ||||||||
| Rajast Rajasthan Trustee Company Pvt Ltd A/c SME Tech Fund RVCF Trust II | 1,560,145 | 287,632 | 1.31 | % | ||||||||
| Reliance Capital Limited | 16,401,744 | 3,023,869 | 13.78 | % | ||||||||
| Valiant Capital Master Fund LP | 12,456,049 | 2,296,430 | 10.47 | % | ||||||||
| Valiant Capital Partners LP | 11,261,211 | 2,076,147 | 9.46 | % | ||||||||
| Vertex Asia Fund Pte. Ltd | 3,268,842 | 602,652 | 2.75 | % | ||||||||
| Wortal, Inc. | 204,105 | 37,629 | 0.17 | % | ||||||||
| Total | 119,021,225 | 21,943,066 | 100.00 | % | ||||||||
* Does not include: (a) Ordinary Shares issuable upon exercise of outstanding Company options; (b) Ordinary Shares issuable upon exercise of outstanding warrants to purchase an aggregate of 46,459 post-Reverse Split Ordinary Shares held by Macquarie Corporate Holdings Pty Limited or warrants to purchase an aggregate of 43,366 post-Reverse Split Ordinary Shares held by Silicon Valley Bank; (c) 277 post-Reverse Split Ordinary Shares allocated but not yet issued to Matrix India Entertainment Consultants Private Limited; or (d) 1,567 post-Reverse Split Ordinary Shares allocated but not yet issued to Xxxxxx Xxxx.
**A reverse-split on a 5.4240926 for 1 basis, with fractional shares rounded to the nearest whole share after aggregating all fractional shares held by the applicable shareholder, is being effected by the Company.
***Ordinary Shares issuable upon swap of ordinary shares of Yatra Online Private Limited.
