UNDERWRITING AGREEMENT between ITHAX ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: January 27, 2021 ITHAX ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2021 • ITHAX Acquisition Corp. • Blank checks • New York
The undersigned, ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
WARRANT AGREEMENTWarrant Agreement • February 1st, 2021 • ITHAX Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 27, 2021, is by and between ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
ITHAX Acquisition Corp. Suite 11A New York, NY 10022 Re: Initial Public Offering Gentlemen:Letter Agreement • February 1st, 2021 • ITHAX Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 24,150,000 of the Company’s units (including up to 3,150,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registra
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2021 • ITHAX Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 27, 2021, is made and entered into by and among ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • February 1st, 2021 • ITHAX Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of January 27, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ITHAX Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
ITHAX ACQUISITION CORP.ITHAX Acquisition Corp. • February 1st, 2021 • Blank checks • New York
This letter agreement by and between ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ITHAX Acquisition Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 1st, 2021 • ITHAX Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 27, 2021, by and between ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
