Exhibit 10.2


 


YATRA ONLINE,
INC.

2016 STOCK OPTION AND INCENTIVE PLAN


 


SECTION
1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS


 


The name of the plan is the Yatra Online, Inc.
2016 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers,
employees, Non-Employee Directors and Consultants of Yatra Online, Inc. (the “Company”) and its Subsidiaries upon whose
judgment, initiative and efforts the Company largely depends for the successful conduct of its businesses to acquire an equity
interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s or Subsidiary’s
welfare will assure a closer identification of their interests with those of the Company and its shareholders, thereby stimulating
their efforts on the Company’s behalf and strengthening their desire to remain with the Company.


 


The following terms shall be defined as set
forth below:


 


“Act” means the Securities
Act of 1933, as amended, and the rules and regulations thereunder.


 


“Administrator” means either
the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee
and which is comprised of not less than two Non-Employee Directors who are independent.


 


“Award” or “Awards,”
except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards,
Performance Share Awards and Dividend Equivalent Rights.


 


“Award Certificate” means
a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award
Certificate is subject to the terms and conditions of the Plan.


 


“Board” means the Board of
Directors of the Company.


 


“Cash-Based Award” means
an Award entitling the recipient to receive a cash-denominated payment.


 


“Code” means the Internal
Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Consultant” means any natural
person that provides bona fide services to the Company or any Subsidiary, and such services are not in connection with the offer
or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s
securities.


 




     


     


    

 


“Covered Employee” means
an employee who is a “Covered Employee” within the meaning of Section 162(m) of the Code.


 


“Dividend Equivalent Right”
means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock
specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the
grantee.


 


“Effective Date” means the
date on which the Plan becomes effective as set forth in Section 21.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


“Fair Market Value” of the
Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however,
that if the Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”),
NASDAQ Global Market or another national securities exchange, the determination shall be made by reference to market quotations.
If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date
for which there are market quotations; provided further, however, that if the date for which Fair Market Value is determined is
the first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be
the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s
Initial Public Offering.


 


“Incentive Stock Option”
means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the
Code.


 


“Initial Public Offering”
means the first underwritten, firm commitment public offering pursuant to an effective registration statement under the Act covering
the offer and sale by the Company of its equity securities, or such other event as a result of or following which the Stock shall
be publicly held.


 


“Non-Employee Director” means
a member of the Board who is not also an employee of the Company or any Subsidiary.


 


“Non-Qualified Stock Option”
means any Stock Option that is not an Incentive Stock Option.


 


“Option” or “Stock
Option” means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Performance-Based Award”
means any Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award granted to a Covered Employee
that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations
promulgated thereunder.


 




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“Performance Criteria” means
the criteria that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for an individual
for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator,
including, but not limited to, the Company or a unit, division, group, or Subsidiary of the Company) that will be used to establish
Performance Goals are limited to the following: total shareholder return, Gross Booking Value, Revenue Less Service Cost, earnings
before interest, taxes, depreciation and amortization, and stock compensation expense, net income (loss) (either before or after
interest, taxes, depreciation and/or amortization), changes in the market price of the Stock, economic value-added, funds from
operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including,
but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, return on sales,
gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings
(loss) per share of Stock, sales or market shares and number of customers, any of which may be measured either in absolute terms
or as compared to any incremental increase or as compared to results of a peer group. The Administrator may appropriately adjust
any evaluation performance under a Performance Criterion to exclude any of the following events that occurs during a Performance
Cycle: (i) asset write-downs or impairments, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in
tax law, accounting principles or other such laws or provisions affecting reporting results, (iv) accruals for reorganizations
and restructuring programs, and (v) any item of an unusual nature or of a type that indicates infrequency of occurrence, or both,
including those described in the Financial Accounting Standards Board’s authoritative guidance and/or in management’s
discussion and analysis of financial condition of operations appearing the Company’s annual report to shareholders for the
applicable year.


 


“Performance Cycle” means
one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the
attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the
payment of a Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award, the vesting and/or payment
of which is subject to the attainment of one or more Performance Goals. Each such period shall not be less than 12 months.


 


“Performance Goals” means,
for a Performance Cycle, the specific goals established in writing by the Administrator for a Performance Cycle based upon the
Performance Criteria.


 


“Performance Share Award”
means an Award entitling the recipient to acquire shares of Stock upon the attainment of specified performance goals.


 


“Restricted Shares” means
the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right
of repurchase.


 


“Restricted Stock Award”
means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time
of grant.


 


“Restricted Stock Units”
means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.


 




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“Sale Event” shall mean (i)
the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii)
a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding
stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other
equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such
transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert,
or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction
do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion
of the transaction other than as a result of the acquisition of securities directly from the Company.


 


“Sale Price” means the value
as determined by the Administrator of the consideration payable, or otherwise to be received by shareholders, per share of Stock
pursuant to a Sale Event.


 


“Section 409A” means Section
409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Section 457A” means Section
457A of the Code and the regulations and other guidance promulgated thereunder


 


“Stock” means the Ordinary
Shares, par value $0.0001 per share, of the Company, subject to adjustments pursuant to Section 3.


 


“Stock Appreciation Right”
means an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of
the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of
Stock with respect to which the Stock Appreciation Right shall have been exercised.


 


“Subsidiary” means any corporation
or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.


 


“Ten Percent Owner” means
an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent
of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.


 


“Unrestricted Stock Award”
means an Award of shares of Stock free of any restrictions.


 


SECTION
2.    ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


 


(a)          Administration
of Plan. The Plan shall be administered by the Administrator.


 


(b)          Powers
of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan,
including the power and authority:


 


(i)          to
select the individuals to whom Awards may from time to time be granted;


 




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(ii)         to
determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards
and Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees;


 


(iii)        to
determine the number of shares of Stock to be covered by any Award;


 


(iv)        to
determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the
Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award
Certificates;


 


(v)         to
accelerate at any time the exercisability or vesting of all or any portion of any Award;


 


(vi)        subject
to the provisions of Section 5(c), to extend at any time the period in which Stock Options may be exercised; and


 


(vii)       at
any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written
instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising
in connection with the Plan; and to otherwise supervise the administration of the Plan.


 


All decisions and interpretations of the Administrator
shall be binding on all persons, including the Company and Plan grantees.


 


(c)          Delegation
of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to the Chief Executive
Officer of the Company all or part of the Administrator’s authority and duties with respect to the granting of Awards to
individuals who are (i) not subject to the reporting and other provisions of Section 16 of the Exchange Act and (ii) not Covered
Employees. Any such delegation by the Administrator shall include a limitation as to the amount of Stock underlying Awards that
may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price and
the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate
any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.


 


(d)          Award
Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations
for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment
or service terminates.


 




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(e)          Indemnification.
Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and
the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company
in respect of any direct claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising
or resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’
and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement
between such individual and the Company.


 


(f)          Foreign
Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries
in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator,
in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii)
determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions
of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and
modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary
or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no
such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action,
before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply
with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any
actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities
law, the Code, or any other applicable United States governing statute or law.


 


SECTION
3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION


 


(a)          Stock
Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 5,567,304 (the
“Initial Limit”), subject to adjustment as provided in Section 3(d), plus on January 1, 2017 and each January 1 thereafter,
the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by three percent
of the number of shares of Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares
of Stock as determined by the Administrator (the “Annual Increase”). Subject to such overall limitation, the maximum
aggregate number of shares of Stock that may be issued in the form of Incentive Stock Options shall not exceed the Initial Limit
cumulatively increased on January 1, 2017 and on each January 1 thereafter by the lesser of the Annual Increase for such year or
1,700,000 shares of Stock, subject in all cases to adjustment as provided in Section 3(d). The shares of Stock underlying
any Awards under the Plan and awards under the Company’s 2006 Share Plan that are forfeited, canceled, held back upon exercise
of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting,
satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock
available for issuance under the Plan. In the event the Company repurchases shares of Stock on the open market, such shares shall
not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock
may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that Stock Options or Stock
Appreciation Rights with respect to no more than 1,100,000 may be granted to any one individual grantee during any one calendar
year. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired
by the Company.


 




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(b)          Maximum
Awards to Non-Employee Directors. Notwithstanding anything to the contrary in this Plan, the value of all Awards awarded under
this Plan and all other cash compensation paid by the Company to any Non-Employee Director in any calendar year shall not exceed
$150,000. For the purpose of this limitation, the value of any Award shall be its grant date fair value, as determined in accordance
with ASC 718 or successor provision but excluding the impact of estimated forfeitures related to service-based vesting provisions.


 


(c)          Changes
in Stock. Subject to Section 3(d) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares
of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company,
or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with
respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially
all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company
or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment
in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares that may be issued
in the form of Incentive Stock Options, (ii) the number of Stock Options or Stock Appreciation Rights that can be granted to any
one individual grantee and the maximum number of shares that may be granted under a Performance-Based Award, (iii) the number and
kind of shares or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price, if any, per
share subject to each outstanding Restricted Stock Award, and (v) the exercise price for each share subject to any then outstanding
Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price
multiplied by the number of shares subject to Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock
Appreciation Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number
of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash
dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator
shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment,
but the Administrator in its discretion may make a cash payment in lieu of fractional shares.


 




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(d)          Mergers
and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption
or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the
successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per
share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption,
continuation or substitution of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards granted
hereunder shall terminate. In such case, except as may be otherwise provided in the relevant Award Certificate, all Awards with
time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale
Event, and all Awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable
in connection with a Sale Event in the Administrator’s discretion or to the extent specified in the relevant Award Certificate.
In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a payment,
in cash or in kind, to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in
an amount equal to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding
Options and Stock Appreciation Rights (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate
exercise price of all such outstanding Options and Stock Appreciation Rights; or (ii) each grantee shall be permitted, within a
specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding
Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee. The Company shall also have the option
(in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding other Awards in an amount
equal to the Sale Price multiplied by the number of vested shares of Stock under such Awards.


 


SECTION
4. ELIGIBILITY


 


Grantees under the Plan will be such full or
part-time officers and other employees, Non-Employee Directors and Consultants of the Company and its Subsidiaries as are selected
from time to time by the Administrator in its sole discretion.


 


SECTION
5. STOCK OPTIONS


 


(a)          Award
of Stock Options. The Administrator may grant Stock Options under the Plan. Any Stock Option granted under the Plan shall be
in such form as the Administrator may from time to time approve.


 


Stock Options granted under the Plan may be
either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the
Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code.
To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.


 


Stock Options granted pursuant to this Section 5
shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be
granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator
may establish.


 


(b)          Exercise
Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be
determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date
of grant. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price of such Incentive
Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date.


 




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(c)          Option
Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than
ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent
Owner, the term of such Stock Option shall be no more than five years from the date of grant.


 


(d)          Exercisability;
Rights of a Shareholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall
be determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability
of all or any portion of any Stock Option. An optionee shall have the rights of a shareholder only as to shares acquired upon the
exercise of a Stock Option and not as to unexercised Stock Options.


 


(e)          Method
of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the
Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following
methods except to the extent otherwise provided in the Option Award Certificate:


 


(i)          In
cash, by certified or bank check or other instrument acceptable to the Administrator;


 


(ii)         Through
the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of shares of Stock that are
not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise
date;


 


(iii)        Subject
to the approval of the Administrator, by the optionee delivering to the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for
the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and
the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall
prescribe as a condition of such payment procedure; or


 


(iv)        With
respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the
Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market
Value that does not exceed the aggregate exercise price.


 


Payment instruments will be received subject to collection. The
transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant
to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance
with the provisions of the Stock Option) by the Company of the full purchase price (net of bank and remittance charges levied by
the banks for crediting the purchase price to Company’s bank account) for such shares and the fulfillment of any other requirements
contained in the Option Award Certificate or applicable provisions of laws (including the satisfaction of any withholding taxes
that the Company or any of its Subsidiaries is obligated to withhold with respect to the optionee). In the event an optionee chooses
to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred
to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company
establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as
a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted
through the use of such an automated system.


 




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(f)          Annual
Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422
of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which
Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become
exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock
Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.


 


SECTION
6. STOCK APPRECIATION RIGHTS


 


(a)          Award
of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right
is an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of a
share of Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares
of Stock with respect to which the Stock Appreciation Right shall have been exercised.


 


(b)          Exercise
Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of
the Fair Market Value of the Stock on the date of grant.


 


(c)          Grant
and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any
Stock Option granted pursuant to Section 5 of the Plan.


 


(d)          Terms
and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall
be determined on the date of grant by the Administrator. The term of a Stock Appreciation Right may not exceed ten years. The terms
and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual
Awards and grantees.


 


SECTION
7. RESTRICTED STOCK AWARDS


 


(a)          Nature
of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is
any Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant.
Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance
goals and objectives.


 




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(b)          Rights
as a Shareholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall
have the rights of a shareholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that if
the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment of performance goals, any dividends
paid by the Company during the performance period shall accrue and shall not be paid to the grantee until and to the extent the
performance goals are met with respect to the Restricted Stock Award. Unless the Administrator shall otherwise determine, (i) uncertificated
Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they
are subject to forfeiture until such Restricted Shares are vested as provided in Section 7(d) below, and (ii) certificated Restricted
Shares shall remain in the possession of the Company until such Restricted Shares are vested as provided in Section 7(d) below,
and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator
may prescribe.


 


(c)          Restrictions.
Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically
provided herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in
the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, if a grantee’s employment (or
other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not
vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action
by or on behalf of, the Company be deemed to have been reacquired by the Company at the original purchase price (if any) from such
grantee or such grantee’s legal representative simultaneously with such termination of employment (or other service relationship),
and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a shareholder.
Following such deemed reacquisition of Restricted Shares that are represented by physical certificates, a grantee shall surrender
such certificates to the Company upon request without consideration.


 


(d)          Vesting
of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s
right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance
goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and
shall be deemed “vested.”


 


SECTION
8. RESTRICTED STOCK UNITS


 


(a)          Nature
of Restricted Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an
Award of stock units that may be settled in shares of Stock upon the satisfaction of such restrictions and conditions at the time
of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established
performance goals and objectives. The terms and conditions of each such Award shall be determined by the Administrator, and such
terms and conditions may differ among individual Awards and grantees. At the end of the vesting period, the Restricted Stock Units,
to the extent vested, shall be settled in the form of shares of Stock.


 




    	 	11	 



     


    

 


(b)          Rights
as a Shareholder. A grantee shall have the rights as a shareholder only as to shares of Stock acquired by the grantee upon
settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with
respect to the stock units underlying his Restricted Stock Units, subject to the provisions of Section 11 and such terms and conditions
as the Administrator may determine.


 


(c)          Termination.
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below,
in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically
terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries
for any reason.


 


SECTION
9. UNRESTRICTED STOCK AWARDS


 


Grant or Sale of Unrestricted Stock.
The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted
Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares of Stock free
of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration,
or in lieu of cash compensation due to such grantee.


 


SECTION
10. CASH-BASED AWARDS


 


Grant of Cash-Based Awards. The Administrator
may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in cash upon
the attainment of specified Performance Goals. The Administrator shall determine the maximum duration of the Cash-Based Award,
the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or
payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated
payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award
shall be made in accordance with the terms of the Award and may be made in cash.


 


SECTION
11. PERFORMANCE SHARE AWARDS


 


(a)          Nature
of Performance Share Awards. The Administrator may grant Performance Share Awards under the Plan. A Performance Share Award
is an Award entitling the grantee to receive shares of Stock upon the attainment of performance goals. The Administrator shall
determine whether and to whom Performance Share Awards shall be granted, the performance goals, the periods during which performance
is to be measured, which may not be less than one year except in the case of a Sale Event, and such other limitations and conditions
as the Administrator shall determine.


 


(b)          Rights
as a Shareholder. A grantee receiving a Performance Share Award shall have the rights of a shareholder only as to shares of
Stock actually received by the grantee under the Plan and not with respect to shares subject to the Award but not actually received
by the grantee. A grantee shall be entitled to receive shares of Stock under a Performance Share Award only upon satisfaction of
all conditions specified in the Performance Share Award Certificate (or in a performance plan adopted by the Administrator).


 




    	 	12	 



     


    

 


(c)          Termination.
Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to Section 18 below, in
writing after the Award is issued, a grantee’s rights in all Performance Share Awards shall automatically terminate upon
the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for
any reason.


 


SECTION
12. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES


 


(a)          Performance-Based
Awards. The Administrator may grant one or more Performance-Based Awards in the form of a Restricted Stock Award, Restricted
Stock Units, Performance Share Awards or Cash-Based Award payable upon the attainment of Performance Goals that are established
by the Administrator and relate to one or more of the Performance Criteria, in each case on a specified date or dates or over any
period or periods determined by the Administrator. The Administrator shall define in an objective fashion the manner of calculating
the Performance Criteria it selects to use for any Performance Cycle. Depending on the Performance Criteria used to establish such
Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division,
business unit, or an individual. Each Performance-Based Award shall comply with the provisions set forth below.


 


(b)         Grant
of Performance-Based Awards. With respect to each Performance-Based Award granted to a Covered Employee, the Administrator
shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m)
of the Code) the Performance Criteria for such grant, and the Performance Goals with respect to each Performance Criterion (including
a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-Based
Award will specify the amount payable, or the formula for determining the amount payable, upon achievement of the various applicable
performance targets. The Performance Criteria established by the Administrator may be (but need not be) different for each Performance
Cycle and different Performance Goals may be applicable to Performance-Based Awards to different Covered Employees.


 


(c)          Payment
of Performance-Based Awards. Following the completion of a Performance Cycle, the Administrator shall meet to review and certify
in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to also
calculate and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle. The Administrator
shall then determine the actual size of each Covered Employee’s Performance-Based Award.


 


(d)         Maximum
Award Payable. The maximum Performance-Based Award payable to any one Covered Employee under the Plan for a Performance Cycle
is 1,100,000 shares of Stock (subject to adjustment as provided in Section 3(c) hereof) or $5,000,000 in the case of a Performance-Based
Award that is a Cash-Based Award.


 




    	 	13	 



     


    

 


SECTION
13. DIVIDEND EQUIVALENT RIGHTS


 


(a)          Dividend
Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an
Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified
in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend
Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units or Performance Share
Award or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate.
Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested
in additional shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market
Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company,
if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment
or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units or Performance Share
Award shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions
on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions
as such other Award.


 


(b)          Termination.
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below,
in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate
upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries
for any reason.


 


SECTION
14. Transferability of Awards


 


(a)          Transferability.
Except as provided in Section 14(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only
by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards
shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent
and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution,
or levy of any kind, and any purported transfer in violation hereof shall be null and void.


 


(b)          Administrator
Action. Notwithstanding Section 14(a), the Administrator, in its discretion, may provide either in the Award Certificate
regarding a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or
her Non-Qualified Stock Options to his or her immediate family members, to trusts for the benefit of such family members, or to
partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company
to be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by
a grantee for value.


 




    	 	14	 



     


    

 


(c)          Family
Member. For purposes of Section 14(b), “family member” shall mean a grantee’s child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than
a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest,
a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons
(or the grantee) own more than 50 percent of the voting interests.


 


(d)          Designation
of Beneficiary. To the extent permitted by the Company, each grantee to whom an Award has been made under the Plan may designate
a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s
death. Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until
received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries
have predeceased the grantee, the beneficiary shall be the grantee’s estate.


 


SECTION
15. TAX WITHHOLDING


 


(a)          Payment
by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the grantee for U.S. Federal or any foreign income tax purposes, pay
to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any U.S. Federal, state, local or
foreign taxes of any kind required by law to be withheld by the Company or any of its Subsidiaries with respect to such income.
The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment
of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or stock certificates)
to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the grantee.


 


(b)          Payment
in Stock. Subject to approval by the Administrator, a grantee may elect to have the Company’s minimum required tax withholding
obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to
any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy
the withholding amount due. The Administrator may also require Awards to be subject to mandatory share withholding up to the required
withholding amount. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same
manner as the value of Stock includible in income of the Participants.


 




    	 	15	 



     


    

 


SECTION
16. Section 409A And Section 457A


 


To the extent that any Award is determined to
constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the
Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to
comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service”
(within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning
of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after
the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary
to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further,
the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A. No Award shall be granted
under the Plan with terms that shall cause such Award to be subject to the tax described in Section 457A. Notwithstanding anything
in the Plan or any Award Certificate to the contrary, the Company makes no representation or warranty and shall have no liability
to any participant or any other person if any Awards under this Plan are determined to constitute deferred compensation under Section
409A or Section 457A that is subject to the additional 20 percent tax under Section 409A, tax penalties under Section 457A or any
other tax liability.


 


SECTION
17. TERMINATION OF EMPLOYMENT, TRANSFER, LEAVE OF ABSENCE, ETC.


 


(a)          Termination
of Employment. If the grantee’s employer ceases to be a Subsidiary, the grantee shall be deemed to have terminated employment
for purposes of the Plan.


 


(b)          For
purposes of the Plan, the following events shall not be deemed a termination of employment:


 


(i)          a
transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another;
or


 


(ii)         an
approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s
right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence
was granted or if the Administrator otherwise so provides in writing.


 


SECTION
18. AMENDMENTS AND TERMINATION


 


The Board may, at any time, amend or discontinue
the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s
consent. Except as provided in Section 3(c) or 3(d), without prior shareholder approval, in no event may the Administrator exercise
its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through
cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash or other Awards.
To the extent required under the rules of any securities exchange or market system on which the Stock is listed, to the extent
determined by the Administrator to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified
under Section 422 of the Code, or to ensure that compensation earned under Awards qualifies as performance-based compensation
under Section 162(m) of the Code, Plan amendments shall be subject to approval by the Company shareholders entitled to vote
at a meeting of shareholders. Nothing in this Section 18 shall limit the Administrator’s authority to take any action
permitted pursuant to Section 3(c) or 3(d).


 




    	 	16	 



     


    

 


SECTION
19. STATUS OF PLAN


 


With respect to the portion of any Award that
has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no
rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements
to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence
of such trusts or other arrangements is consistent with the foregoing sentence.


 


SECTION
20. GENERAL PROVISIONS


 


(a)          No
Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with
the Company in writing that such person is acquiring the shares without a view to distribution thereof.


 


(b)          Delivery
of Stock Certificates. Stock certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company
or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee,
at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes
when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt)
or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice
of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding
anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Stock
pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent
the Administrator deems such advice necessary or advisable), that the issuance and delivery of such certificates is in compliance
with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which
the shares of Stock are listed, quoted or traded. All Stock certificates delivered pursuant to the Plan shall be subject to any
stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or
foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The
Administrator may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the
terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements,
and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws,
regulations, or requirements. The Administrator shall have the right to require any individual to comply with any timing or other
restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in
the discretion of the Administrator.


 


(c)          Shareholder
Rights. Until Stock is deemed delivered in accordance with Section 20(b), no right to vote or receive dividends or any other
rights of a shareholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the
exercise of a Stock Option or any other action by the grantee with respect to an Award.


 




    	 	17	 



     


    

 


(d)          Other
Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other
or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable
only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued
employment with the Company or any Subsidiary.


 


(e)          Trading
Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading
policies and procedures, as in effect from time to time.


 


(f)          Clawback
Policy. Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.


 


SECTION
21. EFFECTIVE DATE OF PLAN


 


This Plan shall become effective upon shareholder
approval in accordance with applicable law, the Company’s bylaws and articles of incorporation, and applicable stock exchange
rules. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the Effective Date and
no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the
Board.


 


SECTION
22. GOVERNING LAW


 


This Plan and all Awards and actions taken thereunder
shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of
law principles.


 


DATE APPROVED BY BOARD OF DIRECTORS: December 13, 2016


 


DATE APPROVED BY SHAREHOLDERS: December 15, 2016


 




    	 	18	 



     


    

   


INCENTIVE
STOCK OPTION AGREEMENT

UNDER THE YATRA ONLINE, INC.

2016 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Optionee:	 	 
	 	 	 
	No. of Option Shares:	 	 	 
	 	 	 
	Option Exercise Price per Share:  	$	 	 
	 	[FMV on Grant Date (110% of FMV if a 10% owner)]	 
	 	 	 
	Grant Date:	 	 	 
	 	 	 
	Expiration Date:	 	 	 
	 	[up to 10 years (5 if a 10% owner)]	 	 


 


Pursuant to the Yatra Online, Inc. 2016
Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Yatra Online, Inc. (the “Company”)
hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration
Date specified above all or part of the number of Ordinary Shares, par value $0.0001 per share (the “Stock”), of the
Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein
and in the Plan.


 


1.          Exercisability
Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set
forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability
schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated
so long as the Optionee remains an employee of the Company or a Subsidiary on such dates:


 


	Incremental Number of

Option Shares Exercisable*	Exercisability Date
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________


 


* Max. of $100,000 per yr.


 




     


     


    

 


Once exercisable, this Stock Option shall
continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions
hereof and of the Plan.


 


2.          Manner
of Exercise.


 


(a)          The
Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option
Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price for the Option
Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable
to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions
under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; or (iii) by
the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided
that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply
with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a
condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received
subject to collection.


 


The transfer to the Optionee on the records
of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee
of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained
herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement
or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise
of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation
method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares
attested to.


 


(b)          The
shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company
or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or
regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator
as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to
the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon,
the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.


 




    	 	2	 



     


    

 


(c)          The
minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the
number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under
this Stock Option at the time.


 


(d)          Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 


3.          Termination
of Employment. If the Optionee’s employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the
period within which to exercise the Stock Option may be subject to earlier termination as set forth below.


 


(a)          Termination
Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Stock
Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s
legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any
portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force
or effect.


 


(b)          Termination
Due to Disability. If the Optionee’s employment terminates by reason of the Optionee’s disability (as determined
by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such
termination of employment, may thereafter be exercised by the Optionee for a period of [12] months from the date of disability
or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of disability shall
terminate immediately and be of no further force or effect.


 


(c)          Termination
for Cause. If the Optionee’s employment terminates for Cause, any portion of this Stock Option outstanding on such date
shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless
otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that
the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and
the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving
moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability)
by the Optionee of the Optionee’s duties to the Company.


 


(d)          Other
Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death, the Optionee’s
disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such
date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination
or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall
terminate immediately and be of no further force or effect.


 




    	 	3	 



     


    

 


The Administrator’s determination
of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her
representatives or legatees.


 


4.          Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms
and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms
in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


5.          Transferability.
This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime,
only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6.          Status
of the Stock Option. This Stock Option is intended to qualify as an “incentive stock option” under Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”), but the Company does not represent or warrant that this
Stock Option qualifies as such. The Optionee should consult with his or her own tax advisors regarding the tax effects of this
Stock Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including,
but not limited to, holding period requirements. To the extent any portion of this Stock Option does not so qualify as an “incentive
stock option,” such portion shall be deemed to be a non-qualified stock option. If the Optionee intends to dispose or does
dispose (whether by sale, gift, transfer or otherwise) of any Option Shares within the one-year period beginning on the date after
the transfer of such shares to him or her, or within the two-year period beginning on the day after the grant of this Stock Option,
he or she will so notify the Company within 30 days after such disposition.


 


7.          Tax
Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event
for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal,
state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to
cause the required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued
to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.


 


8.          No
Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this
Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right
of the Company or any Subsidiary to terminate the employment of the Optionee at any time.


 




    	 	4	 



     


    

 


9.          Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior
agreements and discussions between the parties concerning such subject matter.


 


10.         Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the
Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process
any and all personal or professional data, including but not limited to Social Security or other identification number, home address
and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or
this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company
to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the
Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such
information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant
Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant
Information will only be used in accordance with applicable law.


 




    	 	5	 



     


    

 


11.         Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered
to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently
furnish to the other party in writing.


 


	 	YATRA ONLINE, INC.
	 	 	 
	 	By:	 
	 	 	Title:


 


The foregoing Agreement is hereby accepted and the terms and
conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Optionee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	 	 	Optionee’s Signature
	 	 	 	 
	 	 	 	Optionee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 


 




    	 	6	 



     


    

  


NON-QUALIFIED
STOCK OPTION AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE YATRA ONLINE, INC.

2016 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Optionee:	______________________________________
	 	 
	No. of Option Shares:	___________________________
	 	 
	Option Exercise Price per Share:	$ _________________________
	 	[FMV on Grant Date]
	 	 
	Grant Date:	___________________________
	 	 
	Expiration Date:	___________________________



 


Pursuant to the Yatra Online, Inc. 2016 Stock
Option and Incentive Plan as amended through the date hereof (the “Plan”), Yatra Online, Inc. (the “Company”)
hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration
Date specified above all or part of the number of Ordinary Shares, par value $0.0001 per share (the “Stock”) of the
Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein
and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal
Revenue Code of 1986, as amended.


 


1.          Exercisability
Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set
forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability
schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated
so long as Optionee remains an employee of the Company or a Subsidiary on such dates:


 


	Incremental Number of

    Option Shares Exercisable	Exercisability Date
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________



 


Once exercisable, this Stock Option shall continue
to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof
and of the Plan.


 




     

     


    

 


2.            Manner
of Exercise.


 


(a)          The
Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option
Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price for the Option
Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable
to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions
under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the
Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in
the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition
of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the
number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed
the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received
subject to collection.


 


The transfer to the Optionee on the records
of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee
of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained
herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement
or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise
of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation
method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares
attested to.


 


(b)          The
shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company
or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or
regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator
as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to
the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon,
the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.


 




    	 	2	 



     


    

 


(c)          The
minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the
number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under
this Stock Option at the time.


 


(d)          Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 


3.            Termination
of Employment. If the Optionee’s employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the
period within which to exercise the Stock Option may be subject to earlier termination as set forth below.


 


(a)          Termination
Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Stock
Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s
legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any
portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force
or effect.


 


(b)          Termination
Due to Disability. If the Optionee’s employment terminates by reason of the Optionee’s disability (as determined
by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such
termination of employment, may thereafter be exercised by the Optionee for a period of 12 months from the date of disability or
until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of disability shall
terminate immediately and be of no further force or effect.


 


(c)          Termination
for Cause. If the Optionee’s employment terminates for Cause, any portion of this Stock Option outstanding on such date
shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless
otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the
Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the
Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral
turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the
Optionee of the Optionee’s duties to the Company.


 


(d)          Other
Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death, the Optionee’s
disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such
date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination
or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall
terminate immediately and be of no further force or effect.


 




    	 	3	 



     


    

 


The Administrator’s determination of the
reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her representatives
or legatees.


 


4.            Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms
and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms
in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


5.            Transferability.
This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime,
only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6.            Tax
Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event
for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any
Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority
to cause the required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to
be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding
amount due.


 


7.            No
Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this
Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right
of the Company or any Subsidiary to terminate the employment of the Optionee at any time.


 


8.            Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior
agreements and discussions between the parties concerning such subject matter.


 


9.            Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the
Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process
any and all personal or professional data, including but not limited to Social Security or other identification number, home address
and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or
this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company
to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights
the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit
such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which
the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information.
Relevant Information will only be used in accordance with applicable law.


 




    	 	4	 



     


    

 


10.           Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered
to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently
furnish to the other party in writing.


 


	 	YATRA ONLINE, INC.
	 	 	 
	 	By:	 
	 	 	Title:



 


The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions
to the Optionee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	 	 	Optionee’s Signature
	 	 	 	 
	 	 	 	Optionee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 



 








    	 	5	 



     


    



  


NON-QUALIFIED
STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE YATRA ONLINE, INC.

2016 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Optionee:	________________________________________
	 	 
	No. of Option Shares:	________________________
	 	 
	Option Exercise Price per Share:	$ _______________________
	 	[FMV on Grant Date]
	 	 
	Grant Date:	_________________________
	 	 
	Expiration Date:	_________________________
	 	[No more than 10 years]


 


Pursuant to the Yatra Online, Inc. 2016
Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Yatra Online, Inc. (the “Company”)
hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the
“Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Ordinary
Shares, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per
Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to
be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.


 


1.          Exercisability
Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set
forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability
schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated
so long as the Optionee remains in service as a member of the Board on such dates:


 


	Incremental Number of

Option Shares Exercisable	Exercisability Date
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________


 




     


     


    

 


Once exercisable, this Stock Option shall
continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions
hereof and of the Plan.


 


2.          Manner
of Exercise.


 


(a)          The
Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option
Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price for the Option
Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable
to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions
under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the
Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in
the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition
of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the
number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed
the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received
subject to collection.


 


The transfer to the Optionee on the records
of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee
of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained
herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement
or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise
of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation
method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares
attested to.


 


(b)          The
shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company
or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or
regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator
as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to
the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon,
the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.


 




    	 	2	 



     


    

 


(c)          The
minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the
number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under
this Stock Option at the time.


 


(d)          Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 


3.          Termination
as Director. If the Optionee ceases to be a Director of the Company, the period within which to exercise the Stock Option may
be subject to earlier termination as set forth below.


 


(a)          Termination
Due to Death. If the Optionee’s service as a Director terminates by reason of the Optionee’s death, any portion
of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the
Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date,
if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of
no further force or effect.


 


(b)          Other
Termination. If the Optionee ceases to be a Director for any reason other than the Optionee’s death, any portion of this
Stock Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee ceased to be a Director,
for a period of six months from the date the Optionee ceased to be a Director or until the Expiration Date, if earlier. Any portion
of this Stock Option that is not exercisable on the date the Optionee ceases to be a Director shall terminate immediately and be
of no further force or effect.


 


4.          Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms
and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms
in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


5.          Transferability.
This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime,
only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6.          No
Obligation to Continue as a Director. Neither the Plan nor this Stock Option confers upon the Optionee any rights with respect
to continuance as a Director.


 




    	 	3	 



     


    

 


7.          Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior
agreements and discussions between the parties concerning such subject matter.


 


8.          Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the
Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process
any and all personal or professional data, including but not limited to Social Security or other identification number, home address
and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or
this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company
to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights
the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit
such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which
the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information.
Relevant Information will only be used in accordance with applicable law.


 




    	 	4	 



     


    

 


9.          Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered
to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently
furnish to the other party in writing.


 


	 	YATRA ONLINE, INC.
	 	 	 
	 	By:	 
	 	 	Title:


 


The foregoing Agreement is hereby accepted and the terms and
conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Optionee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	 	 	Optionee’s Signature
	 	 	 	 
	 	 	 	Optionee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 


 




    	 	5	 



     


    

  


RESTRICTED
STOCK UNIT AWARD AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE YATRA ONLINE, INC.

2016 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Grantee:	 	 


 


	No. of Restricted Stock Units:	 	 
	 	 	 
	Grant Date:	 	 


 


Pursuant to the Yatra Online, Inc. 2016
Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Yatra Online, Inc. (the “Company”)
hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above.
Each Restricted Stock Unit shall relate to one Ordinary Share, par value $0.0001 per share (the “Stock”) of the Company.


 


1.          Restrictions
on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by
the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise
encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii)
shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.


 


2.          Vesting
of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting
Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on
such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only
with respect to the number of Restricted Stock Units specified as vested on such date.


 


	Incremental Number of

    Restricted Stock Units Vested	Vesting Date
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________


 


The Administrator may at any time accelerate
the vesting schedule specified in this Paragraph 2.


 


3.          Termination
of Employment. If the Grantee’s employment with the Company and its Subsidiaries terminates for any reason (including
death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units
that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee
nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests
in such unvested Restricted Stock Units.


 




     


     


    

 


4.          Issuance
of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months
after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock
equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date
and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.


 


5.          Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms
and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms
in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6.          Tax
Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal
income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state,
and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause
the required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued
to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.


 


7.          Section
409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the
Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section
409A of the Code.


 


8.          No
Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this
Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right
of the Company or any Subsidiary to terminate the employment of the Grantee at any time.


 


9.          Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements
and discussions between the parties concerning such subject matter.


 


10.         Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the
Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process
any and all personal or professional data, including but not limited to Social Security or other identification number, home address
and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or
this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company
to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights
the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such
information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the
Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information.
Relevant Information will only be used in accordance with applicable law.


 




    	 	2	 



     


    

 


11.         Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered
to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently
furnish to the other party in writing.


 


	 	YATRA ONLINE, INC.
	 	 	 
	 	By:	 
	 	 	Title:


 


The foregoing Agreement is hereby accepted and the terms and
conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Grantee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	 	 	Grantee’s Signature
	 	 	 	 
	 	 	 	Grantee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 


 




    	 	3	 



     


    



 





RESTRICTED
STOCK UNIT AWARD AGREEMENT


FOR
NON-EMPLOYEE DIRECTORS


UNDER
THE YATRA ONLINE, INC.


2016
STOCK OPTION AND INCENTIVE PLAN


 


	Name of Grantee:	______________________________________
	 	 
	No. of Restricted Stock Units:	______________________
	 	 
	Grant Date:	______________________




 


Pursuant to the Yatra Online, Inc. 2016
Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Yatra Online, Inc. (the “Company”)
hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above.
Each Restricted Stock Unit shall relate to one Ordinary Share, par value $0.0001 per share (the “Stock”) of the Company.


 


1.          Restrictions
on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by
the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise
encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii)
shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.


 


2.          Vesting
of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting
Date or Dates specified in the following schedule so long as the Grantee remains in service as a member of the Board on such Dates.
If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect
to the number of Restricted Stock Units specified as vested on such date.


 


	Incremental Number of

Restricted Stock Units Vested	Vesting Date
	 	
	_____________ (___%)

	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________


 


The Administrator may at any time accelerate
the vesting schedule specified in this Paragraph 2.


 


3.          Termination
of Service. If the Grantee’s service with the Company and its Subsidiaries terminates for any reason (including death
or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that
have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor
any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests
in such unvested Restricted Stock Units.


 




     

     


    

 


4.          Issuance
of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months
after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock
equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date
and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.


 


5.          Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms
and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms
in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6.          Section
409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the
Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section
409A of the Code.


 


7.          No
Obligation to Continue as a Director. Neither the Plan nor this Award confers upon the Grantee any rights with respect to continuance
as a Director.


 


8.          Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements
and discussions between the parties concerning such subject matter.


 


9.          Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the
Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process
any and all personal or professional data, including but not limited to Social Security or other identification number, home address
and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or
this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company
to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the
Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information
in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies
consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information
will only be used in accordance with applicable law.


 


10.         Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered
to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently
furnish to the other party in writing.


 




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	 	YATRA ONLINE, INC.
	 	 	 
	 	By:	 
	 	 	Title:


 


The foregoing Agreement is hereby accepted and the terms and
conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Grantee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	 	 	Grantee’s Signature
	 	 	 	 
	 	 	 	Grantee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 


 




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RESTRICTED
STOCK AWARD AGREEMENT

UNDER THE YATRA ONLINE, INC.

2016 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Grantee:	 	 



 


	No. of Shares:	 	 
	 	 	 
	Grant Date:	 	 


 


Pursuant to the Yatra Online, Inc. 2016
Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Yatra Online, Inc. (the “Company”)
hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the
Grantee shall receive the number of Ordinary Shares, par value $0.0001 per share (the “Stock”) of the Company specified
above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the
Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the
Company by the Grantee or such other form of consideration as is acceptable to the Administrator.


 


1.          Award.
The shares of Restricted Stock awarded hereunder shall be issued and held by the Company’s transfer agent in book entry form,
and the Grantee’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Grantee
shall have all the rights of a stockholder with respect to such shares, including voting and dividend rights, subject, however,
to the restrictions and conditions specified in Paragraph 2 below. The Grantee shall (i) sign and deliver to the Company a
copy of this Award Agreement and (ii) deliver to the Company a stock power endorsed in blank.


 


2.          Restrictions
and Conditions.


 


(a)          Any
book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator
in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan.


 


(b)          Shares
of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the
Grantee prior to vesting.


 


(c)          If
the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason
(including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately
and automatically be forfeited and returned to the Company.


 


3.          Vesting
of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse as to one quarter of
the shares of Restricted Stock subject to this Award on June 30, 2017 and as to one eighth of the shares of Restricted Stock subject
to this Award on each of the following six quarterly anniversaries of June 30, 2017 so long as the Grantee remains an employee
of the Company or a Subsidiary on such dates.


 




     


     


    

 


Subsequent to such dates, the shares of
Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. The Administrator may at
any time accelerate the vesting schedule specified in this Paragraph 3 and, notwithstanding anything to the contrary in Section
3(d) of the Plan, upon a Sale Event (as defined in the Plan) 100% of the shares of Restricted Stock subject to this Award shall
vest and become non-forfeitable.


 


4.          Dividends.
Dividends on shares of Restricted Stock shall be paid currently to the Grantee.


 


5.          Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Award shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this
Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6.          Transferability.
This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution.


 


7.          Tax
Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal
income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state,
and local taxes required by law to be withheld on account of such taxable event. The Grantee may satisfy his or her tax obligations
by selling Shares to the Company.
Except in the case where an election is made pursuant to Paragraph 8 below, the Company shall have the authority to cause the required
tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued or released by
the transfer agent a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount
due.


 


8.          Election
Under Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date
of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code.
In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee
acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the Section 83(b)
election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any
of its agents with regard to such election.


 


9.          No
Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this
Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right
of the Company or any Subsidiary to terminate the employment of the Grantee at any time.


 




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10.         Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements
and discussions between the parties concerning such subject matter.


 


11.         Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the
Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process
any and all personal or professional data, including but not limited to Social Security or other identification number, home address
and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or
this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company
to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights
the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such
information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the
Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information.
Relevant Information will only be used in accordance with applicable law.


 




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12.         Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered
to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently
furnish to the other party in writing.


 


	 	YATRA ONLINE, INC.
	 	 	 
	 	By:	 
	 	 	Title:


 


The foregoing Agreement is hereby accepted and the terms and
conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s
instructions to the Grantee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	 	 	Grantee’s Signature
	 	 	 	 
	 	 	 	Grantee’s name and address:
	 	 	 	 
	 	 	 	 
	 	 	 	 


 




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