INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • July 20th, 2022 • Mondee Holdings, Inc. • Transportation services • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of July 18, 2022, by and between Mondee Holdings, Inc., a Delaware corporation (the “Company”), and [Name], a member of the Board of Directors of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • July 20th, 2022 • Mondee Holdings, Inc. • Transportation services • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of July 18, 2022 (the “Effective Date”), is by and among Mondee Holdings, Inc., a Delaware corporation (formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company (“ITHAX”)) (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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2022 • Mondee Holdings, Inc. • Transportation services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 18, 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”).
BOARD SERVICES AGREEMENTBoard Services Agreement • July 20th, 2022 • Mondee Holdings, Inc. • Transportation services
This Board Services Agreement (the “Agreement”) is made as of this 18th day of July, 2022 (the “Effective Date”), by and between MONDEE HOLDINGS, INC. (“Company”) and _____________________ (“Director”) (collectively with Company, the “Parties”; each of the Parties referred to individually as a “Party”).
AMENDED AND RESTATED UNIT ISSUANCE AGREEMENTUnit Issuance Agreement • July 20th, 2022 • Mondee Holdings, Inc. • Transportation services • Delaware
THIS AMENDED AND RESTATED UNIT ISSUANCE AGREEMENT, dated as of July 8, 2022 (this “Agreement”), is made by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Company”), and each of the lenders listed on Exhibit A attached to this Agreement (each a “Lender” and together the “Lenders”).
CONSENT AND AMENDMENT NO. 7 TO FINANCING AGREEMENTFinancing Agreement • July 20th, 2022 • Mondee Holdings, Inc. • Transportation services • New York
CONSENT AND AMENDMENT NO. 7, dated as of July 8, 2022 (this "Amendment"), to the Financing Agreement, dated as of December 23, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Financing Agreement"), by and among Mondee Holdings, LLC, a Delaware limited liability company (the "Parent"), each subsidiary of the Parent listed as a "Borrower" on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a "Borrower" thereunder, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder or otherwise guaranties all or any part of the Obligations, each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lend
TCW ASSET MANAGEMENT COMPANY LLC 1251 Avenue of the Americas, Suite 4700 New York, New York 10020 July 17, 2022Financing Agreement • July 20th, 2022 • Mondee Holdings, Inc. • Transportation services • New York
Reference is hereby made to the Consent and Amendment No. 7 to Financing Agreement (the "Amendment No. 7"), dated as of July 8, 2022, by and among Mondee Holdings, LLC, a Delaware limited liability company (the "Parent"), each Subsidiary of the Parent listed as a "Borrower" on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a "Borrower" thereunder, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder or otherwise guaranties all or any part of the Obligations, each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders") and TCW Asset Management Company LLC, a Delaware limited liability company ("TCW"), as agent for the Lenders (in such capa
