0001828852-24-000129 Sample Contracts

SECOND AMENDED AND RESTATED WARRANT AGREEMENT
Warrant Agreement • August 20th, 2024 • Mondee Holdings, Inc. • Transportation services

THIS SECOND AMENDED AND RESTATED WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of August [●], 2024, 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”).

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THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 20th, 2024 • Mondee Holdings, Inc. • Transportation services • New York

THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August [●], 2024, 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 Second Amended and Restated Rights Agreement (as defined below)) (the “Required Holder”), which amends and restates that certain second amended and restated registration rights agreement, dated as of December 14, 2023, by and among the Company and the investors party thereto (the “Second Amended and Restated Registration Rights Agreement”).

NEW WARRANT AGREEMENT
Warrant Agreement • August 20th, 2024 • Mondee Holdings, Inc. • Transportation services • New York

NEW WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of August [●], 2024, 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”).

AMENDMENT AND RESTATEMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION
Amendment and Restatement of Certificate of Designation • August 20th, 2024 • Mondee Holdings, Inc. • Transportation services

AMENDMENT AND RESTATEMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION, dated as of August 13, 2024 (this “Amendment”), to the Second Amended and Restated Certificate of Designation, dated as of December 14, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Certificate of Designation”, and the Certificate of Designation, as amended by this Amendment, the “Third A&R Certificate of Designation”), by and among Mondee Holdings, Inc., a Delaware corporation (the “Company”) and the Preferred Majority Holders.

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