Exhibit 10.9


 


ITHAX ACQUISITION CORP.


555 Madison Avenue, Suite 11A

New York, NY 10022


 


[DATE], 2021


 


ITHAX Acquisition Sponsor LLC


650 NE 32nd Street, Unit 5003

Miami, FL 33137


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement
by and between ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ITHAX Acquisition
Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company
are first listed on The Nasdaq Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement
on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”)
and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s
liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination
Date”):


 


(i) ITHAX Acquisition
Sponsor LLC, the Company’s sponsor, shall make available, or cause to be made available, to the Company, at 650 NE 32nd
Street, Unit 5003, Miami, FL 33137 (or any successor location of ITHAX Acquisition Sponsor LLC), office space and administrative
and support services. In exchange therefor, the Company shall pay ITHAX Acquisition Sponsor LLC the sum of $10,000 per month on
the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii) ITHAX Acquisition
Sponsor LLC hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result
of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment
of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into
which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect
the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement,
payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason
whatsoever.


 


This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.


 


This letter agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties
hereto.


 


No party hereto may
assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


 






     


     


    

 


This letter agreement
constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the
State of New York, without giving effect to its choice of laws principles.


 


This letter agreement
may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same letter agreement.


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	ITHAX ACQUISITION CORP.
	 	 	 
	 	By:	  
	 	 	Name:	              
	 	 	Title:	 


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	ITHAX ACQUISITION SPONSOR
    LLC	 
	 	 	 
	By:	                      	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Administrative
Services Agreement]