AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2023 • Mondee Holdings, Inc. • Transportation services • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 17, 2023, 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), each person listed on the signature pages under the caption “Third-Party Investors” or who execute a Joinder hereto pursuant to Section 5.2 hereof (collectively, the “Incremental Holders” and each, an “Incremental Holder”) and the holder of a majority of the Registrable Securities (as defined in the Original Registration Rights Agreement (as defined below)) (the “Required Holder”), which amends and restates that certain registration rights agreement, dated as of September 29, 2022, by and among the Company and the investors party thereto (collectively, the “Original Holders” and each, an “Original Holder”, and together with the Incremental Holders, each a “Holde
WARRANT AGREEMENTWarrant Agreement • October 23rd, 2023 • Mondee Holdings, Inc. • Transportation services
THIS WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of October 17, 2023, is by and between Mondee Holdings, Inc., a Delaware corporation (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”).
SUBSCRIPTION AGREEMENT AND PLAN OF REORGANIZATIONMondee Holdings, Inc. • October 23rd, 2023 • Transportation services • New York
WHEREAS, the Company and the Subscriber, being the holder of the majority of the outstanding Series A Preferred Stock (as defined in the Original Certificate of Designation (as defined below)), desire to (a) amend and restate that certain Certificate of Designation of Preferences, Rights and Limitations of Preferred Stock, approved by the Board of Directors of the Company as of September 29, 2022 (the “Original Certificate of Designation”), which will reflect the terms of the Shares issued to Subscriber hereunder and reflect amended terms for and a reclassification of the Series A Preferred Stock previously issued to Subscriber under the Original Certificate of Designation (the “Original Shares”) to Series A-2 Preferred Stock under the Certificate of Designation (as defined below), and (b) to induce Subscriber to enter into this Agreement, enter into a new warrant agreement, dated as of the date hereof (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer
MONDEE HOLDINGS, INC. VOTING AGREEMENTVoting Agreement • October 23rd, 2023 • Mondee Holdings, Inc. • Transportation services • Delaware
This Voting Agreement (this “Agreement”) is made as of October 17, 2023 by and among Mondee Holdings, Inc., a Delaware corporation (the “Company”), and each of the individuals and/or entities set forth on the signature page hereto (each, a “Voting Party” and, collectively, the “Voting Parties”). Each of the Company and the Voting Parties are referred to herein, individually, as a “party” and, collectively, as the “parties.”
