Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of _____, 2021, by and between ITHAX Acquisition Corp., a Cayman
Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a
New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, File No. 333-[______] (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one Class A ordinary share of the Company, of par value $0.001 per share (the “Ordinary
Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one
Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as representative
(the “Representative”) of the several underwriters (the “Underwriters”) named
therein; and


 


WHEREAS, as described in the Prospectus,
$175,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $201,250,000, if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be
deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
 “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred to
as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together
as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $6,125,000, or $7,568,750 if the Underwriters’ over-allotment option is exercised in full,
is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Representative upon
and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The
Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust for
the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United
States at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to
the Company;


 


(b) Manage, supervise and administer
the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written
instruction of the Company, invest and reinvest the Property solely in United States government securities within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market
funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the
Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested
awaiting the Company’s written instructions hereunder and the Trustee may earn bank credits or other consideration;


 


(d) Collect and receive, when due,
all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 






     


     


    

 


(e) Promptly notify the Company and
the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information
or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of
the tax returns relating to assets held in the Trust Account;


 


(g) Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written
statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust
Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company
(“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer,
President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized
officers of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company
to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon
the date which is, the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved
by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association
if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated
in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the
Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that
may be released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders of record as of such
date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar
to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination
Letter by the date specified in clause (y) of this Section 1(i) the Trustee shall keep the Trust Account open until
twelve (12) months following the date the Property has been distributed to the Public Shareholders.


 


(j) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw
from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to
cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property,
which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the
Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there
is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust
Account as shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the principal
amount initially deposited in the Trust Account. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee
shall distribute on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public
Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and
restated memorandum and articles of association to modify the substance or timing of the ability of Public Shareholders to seek
redemption in connection with an initial Business Combination or the Company’s obligation to redeem 100% of its public Ordinary
Shares if the Company has not consummated an initial Business Combination within such time as is described in Section 1(i) of
the Agreement. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled
to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 






     


     


    

 


(l) Not make any withdrawals or distributions
from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements and Covenants of the Company. The Company
hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee
hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President
or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written
instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4
hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel
fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection
with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand,
which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest
earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right
to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of
the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree
to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee the fees set forth
on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which
fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not
be used to pay such fees unless and until the closing of the Business Combination (defined below). The Company shall pay the Trustee
the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund
to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust
Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),
Schedule A and as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of
the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination involving the Company and one or more businesses (the “Business Combination”), provide
to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such
shareholders regarding such Business Combination;


 


(e) Provide the Representative with
a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed between
the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with
a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account
or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account
to the Company or any other person;


 


(g) Instruct the Trustee to make only
those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions
that are not permitted under this Agreement; and


 


(h) Within four (4) business days
after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment expires,
provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be less than
$6,125,000.


 






     


     


    

 


3. Limitations of Liability. The Trustee shall have no
responsibility or liability to:


 


(a) Imply obligations, perform duties,
inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly
set forth herein;


 


(b) Take any action with respect to
the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party
except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the
collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein
to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation in principal
of any Property;


 


(e) Assume that the authority of any
person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to
anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the
Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely
conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper
or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and
acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine
and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless
it shall give its prior written consent thereto;


 


(g) Verify the accuracy of the information
contained in the Registration Statement;


 


(h) Provide any assurance that any
Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration
Statement;


 


(i) File information returns with respect
to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting
the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax reports,
income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account,
regardless of whether such tax is payable by the Trust Account or the Company, except pursuant to Section 1(j) hereof;
or


 


(k) Verify calculations, qualify or
otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or
1(k)hereof.


 


4. Trust Account Waiver. The Trustee
has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies
in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now
or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 






     


     


    

 


5. Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee gives written notice
to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies
of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
from any liability whatsoever; or


 


(b) At such time that the Trustee has
completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee each
acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust
Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may
have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other
identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability
or expense resulting from any error in the information or transmission of the funds.


 


(b) This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(j),
1(k) and 1(l) hereof (which sections may not be modified, amended or deleted without the affirmative vote
of sixty five percent (65%) of the then issued and outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001
per share, of the Company voting together as a single class; provided that no such amendment will affect any Public Shareholder
who has otherwise indicated his election to redeem his Ordinary Shares in connection with a shareholder vote sought to amend this
Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical
error) by a writing signed by each of the parties hereto. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced
above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 


(d) The parties hereto consent to the
jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving
any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE
RIGHT TO TRIAL BY JURY.


 






     


     


    

 


(e) Any notice, consent or request
to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf and Celeste Gonzalez


		Email:	fwolf@continentalstock.com

cgonzalez@continentalstock.com



 


if to the Company, to:


 


ITHAX Acquisition Corp.


555 Madison Avenue, Suite 11A

New York, NY 10022

Attn: Orestes Fintiklis


Email: orestes@ithacacapitalpartners.com


 


in each case, with copies to:


 


Reed Smith LLP


599 Lexington Avenue


New York, NY 10022


Attn: Ari Edelman, Esq.


Email: aedelman@reedsmith.com


 


and


 


Cantor Fitzgerald & Co.


110 East 59th Street


New York, New York 10022


Attn: General Counsel


 


and


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Stuart Neuhauser, Esq.


Email: sneuhauser@egsllp.com


 


(f) Each of the Company and the Trustee
hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or
proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under
any circumstance.


 


(g) This Agreement is the joint product
of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


(h) This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
valid and sufficient delivery thereof.


 


(i) Each of the Company and the Trustee
hereby acknowledges and agrees that the Representative on behalf of the Underwriters are third party beneficiaries of this Agreement.


 


(j) Except as specified herein, no
party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have duly executed this
Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock
    Transfer & Trust Company, as Trustee 
	 	 	 
	 	By:	                           
	 	 	Name:
	 	 	Title:
	 	 	 
	 	ITHAX ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     


     


    

 


SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer	 	$	3,500	 
	Trustee administration fee	 	Payable annually, first year fee payable, at initial closing of Offering by wire transfer; thereafter by wire transfer or check	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and (j)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	250	 
	Paying Agent services as required pursuant to Section 1(i), (j) and (k)	 	Billed to Company upon delivery of service pursuant to Section 1(i), (j) and (k)	 	 	Prevailing rates	 



 






     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between ITHAX Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of ____,2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business
Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds
held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on
the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Deferred
Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan Chase
Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business
Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction
signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment
of amounts owed to public shareholders who have properly exercised their redemption rights and payment of the Deferred Discount
to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may
not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to
the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day
immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	ITHAX Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



     


     


    

 


	AGREED TO AND ACKNOWLEDGED BY	 
	 	 
	Cantor Fitzgerald & Co.	 
	 	 	 
	By:	                     	 
	 	Name:	 
	 	Title:	 


 



     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between ITHAX Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of _____, 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business (the “Business Combination”) within the time frame specified in Section 1(i) of the
Trust Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into
the trust checking account at a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Shareholders. The Company has selected [ ] as the effective date for the purpose of determining when the Public Shareholders will
be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate
capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with
the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,
your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of
the Trust Agreement.


 





	 	Very truly yours,
	 	 
	 	ITHAX Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Cantor Fitzgerald & Co.


 






     


     


    

 


EXHIBIT C


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. Withdrawal
Instruction


 


Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between ITHAX Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of _____, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $ [ ] of the interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for
the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	ITHAX Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Cantor Fitzgerald & Co.


 






     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. Shareholder
Redemption Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section 1(k) of the
Investment Management Trust Agreement between ITHAX Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of _____, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[
] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf
of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its
Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance
or timing of the Company’s obligation to redeem 100% of public Ordinary Shares if the Company has not consummated an initial
Business Combination within such time as is described in Section 1(i) of the Trust Agreement. As such, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	
        
	
        Very truly yours,

	
        
	 
	 	ITHAX Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	cc:	Cantor Fitzgerald & Co.