SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2023 • Mondee Holdings, Inc. • Transportation services • New York
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 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 “Holders” or who execute a Joinder hereto pursuant to Section 5.2 hereof (collectively, the “Holders” and each, an “Holder”) and the holder of a majority of the Registrable Securities (as defined in the Amended and Restated Rights Agreement (as defined below)) (the “Required Holder”), which amends and restates that certain amended and restated registration rights agreement, dated as of October 17, 2023, by and among the Company and the investors party thereto (the “Amended and Restated Registration Rights Agreement”).
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • December 20th, 2023 • Mondee Holdings, Inc. • Transportation services
THIS AMENDED AND RESTATED WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of December 14, 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. • December 20th, 2023 • Transportation services • New York
WHEREAS, the Company desires to (a) amend and restate that certain Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Preferred Stock, approved by the Board of Directors of the Company as of October 17, 2023 (the “October 2023 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-1 Preferred Stock previously issued to Subscriber under the October 2023 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 an amended and restated warrant agreement, dated as of the date hereof (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Agent”), pursuant to which the Company will issue and deliver to Subscriber (i) 150,
