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.