Exhibit 10.2


 


[________], 2021


 


ITHAX Acquisition Corp.


555 Madison Avenue


Suite 11A


New York, NY 10022


 


Re: Initial Public Offering


 


Gentlemen:


 


This letter (this
 “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) to be entered into by and among ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters
(each, an “Underwriter” and collectively, the “Underwriters”), relating to
an underwritten initial public offering (the “Public Offering”), of up to 20,125,000 of the Company’s
units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one of the Company’s Class A ordinary shares, par value $0.001 per share (the “Ordinary
Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles
the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold
in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-[__________]) and prospectus (the
 “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”)
and the Company shall apply to have the Units listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined
in Section 13 hereof.


 


In order to induce
the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ITHAX Acquisition Sponsor LLC,
a Delaware limited liability company (the “Sponsor”), and the undersigned individuals, each of whom is
a member of the Company’s board of directors and/or management team (each, an “Insider” and collectively,
the “Insiders”), hereby agree with the Company as follows:


 


1.            Proposed
Business Combination. The Sponsor and each Insider agrees that: (a) if the Company seeks shareholder approval of a
proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any
Shares owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any Shares owned by it, him
or her in connection with such shareholder approval; (b) if the Company engages in a tender offer in connection with any proposed
Business Combination, it, he or she shall not sell any Shares to the Company in connection therewith; and (c) if the Company
seeks shareholder approval of any proposed amendment to the Charter prior to the consummation of a Business Combination, it, he
or she shall not redeem any Shares owned by it, him or her in connection with such shareholder approval.


 


2.            Liquidation;
Charter Amendment; Trust Account Funds.


 


(a)            The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within the
time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business
days thereafter, subject to lawfully available funds therefor, redeem 100% of the Ordinary Shares sold as part of the Units in
the Public Offering (the “Offering Shares”), at a price per Ordinary Share, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and
not previously released to the Company to pay any taxes (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then issued outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’
rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above
to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable
law.


 






     


     


    

 


(b)            The
Sponsor and each Insider agrees to not propose any amendment to the Charter (i) that would affect the substance or timing
of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Offering
Shares if the Company does not complete a Business Combination within the time period described in the Prospectus or (ii) with
respect to any other provision relating to shareholders’ rights or pre-Business Combination activity, unless the Company
provides its Public Shareholders with the opportunity to redeem their Ordinary Shares upon approval of any such amendment at a
price per Ordinary Share, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes, divided by the number
of then issued and outstanding Offering Shares.


 


(c)            The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder
Shares or Ordinary Shares underlying the Private Placement Units held by it, him or her. The Sponsor and each Insider hereby further
waives any claim such Sponsor or Insider may have in the future as a result of, or arising out of, any contracts or agreements
with the Company and will not seek recourse against the Trust Account for any reason whatsoever except in each case with respect
to the Insider’s right to a pro rata interest in the proceeds held in the Trust Account for any Offering Shares such Sponsor
or Insider may hold.


 


3.            Section 16
Matters. During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such
date, the Sponsor and each Insider shall not, without the prior written consent of the Representative, (a) sell, offer to
sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose
of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, Ordinary Shares, Founder
Shares, Private Placement Units (and the underlying securities), Warrants or any securities convertible into, or exercisable, or
exchangeable for, Ordinary Shares owned by it, him or her, (b) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares, Founder Shares, Private
Placement Units (and the underlying securities), Warrants or any securities convertible into, or exercisable, or exchangeable for,
Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b). The Sponsor
and each Insider acknowledge and agree that, prior to the effective date of any release or waiver, of the restrictions set forth
in this Section 3 or Section 7 below, the Company shall announce the impending release or waiver by press
release through a major news service at least two business days before the effective date of the release or waiver. Any release
or waiver granted shall only be effective two business days after the publication date of such press release. The provisions of
this Section 3 will not apply if the release or waiver is effected solely to permit a transfer not for consideration
and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for
the duration that such terms remain in effect at the time of the transfer.


 






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4.            Trust
Account Liquidation. In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification
shall not extend to any other shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company
against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or
other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened,
or any claim whatsoever) to which the Company may become subject as a result of any claim by (a) any third party for services
rendered or products sold to the Company or (b) a prospective target business with which the Company has entered into a letter
of intent, confidentiality or other similar agreement or a Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure
that such claims by a third party for services rendered (other than the Company’s independent public accountants) or products
sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per Offering Share
or (ii) such lesser amount per Offering Share held in the Trust Account due to reductions in the value of the trust assets
as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the
Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a
waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity
of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event
that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the
extent of any liability for such third party claims. The Sponsor shall have the right to defend against any such claim with counsel
of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the
Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 


5.            Forfeiture.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 2,625,000 Units
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at
no cost, a number of Founder Shares in the aggregate equal to 656,250 multiplied by a fraction, (a) the numerator of which
is 2,625,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (b) the
denominator of which is 2,625,000. The Sponsor will be required to forfeit only that number of Founder Shares as is necessary so
that the Sponsor and Insiders will own an aggregate of 20.0% of the Company’s issued and outstanding equity shares after
the Public Offering (excluding the Ordinary Shares underlying the Private Placement Units).


 


6.            Specific
Performance. The Sponsor and each Insider hereby agrees and acknowledges that: (a) the Underwriters and the Company
would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under Section 1,
Section 2, Section 3, Section 4, Section 5, Section 7(a), Section 7(b),
Section 8, Section 9 and Section 10, as applicable, of this Letter Agreement (b) monetary
damages may not be an adequate remedy for such breach and (c) the non-breaching party shall be entitled to injunctive relief,
in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7.            Lock-Up
Restrictions.


 


(a)           The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion
thereof) until the earlier of (i) six months after the completion of the Company’s initial Business Combination or (ii) subsequent
to the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per Ordinary Share
(as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the
like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business
Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other
similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property (the “Founder Shares Lock-up Period”).


 






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(b)           The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units (or any underlying securities),
until 30 days after the completion of a Business Combination (such period, together with the Founder Shares Lock-up Period, the
 “Lock-up Periods”).


 


(c)           Notwithstanding
the provisions set forth in Sections 7(a) and Sections 7(b), Transfers of the Founder Shares, Private Placement
Units (and the underlying securities), and the Ordinary Shares and Warrants issued or issuable upon the conversion of the Private
Placement Units or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that
have complied with this Section 7(c)), are permitted (i) to the Company’s officers or directors, any affiliates
or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor;
(ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the
beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable
organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the
individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers
by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the
price at which the securities were originally purchased; (vi) transfers in the event of the Company’s liquidation prior
to the completion of an initial Business Combination; and (vii) transfers by virtue of the laws of the State of Delaware or
the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of
clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound
by the restrictions herein.


 


8.            Director
and Officer Appointments. Each of the Insiders agrees to be a director or officer of the Company, as applicable, until
the earlier of the consummation by the Company of an initial Business Combination, the liquidation of the Company, or his or her
removal, death or incapacity. In the event of the removal or resignation of an Insider as a director or officer (as applicable),
each Insider agrees that he or she will not, prior to the consummation of the Business Combination, without the prior express written
consent of the Company, (a) use for the benefit of the undersigned or to the detriment of the Company or (b) disclose
to any third party (unless required by law or governmental authority), any information regarding a potential Target that is not
generally known by persons outside of the Company, the Sponsor, or their respective affiliates.


 


9.            Approval
of Business Combination. The undersigned acknowledges and agrees that prior to entering into a definitive agreement for
a Business Combination with a Target that is affiliated with any of the Insiders of the Company or their affiliates, such transaction
must be approved by a majority of the Company’s disinterested directors and the Company must obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions for the type of company the Company
is seeking to acquire that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial
point of view.


 






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10.          Representation
and Warranties. The Sponsor and each Insider represents and warrants that it, he, or she has never been suspended or expelled
from membership in any securities or commodities exchange or association or had a securities or commodities license or registration
denied, suspended or revoked. Each Insider’s biographical information furnished to the Company (including any such information
included in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the
Insider’s background. Each Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each
Insider represents and warrants that it, he or she: (a) is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities
in any jurisdiction; (b) has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating
to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities
and it or he is not currently a defendant in any such criminal proceeding.


 


11.          No
Insider Payments. Except as disclosed in the Prospectus, neither the Sponsor, nor any Insider, nor any affiliate of either
the Sponsor or any Insider, nor any director or officer of the Company, shall receive from the Company any finder’s fee,
reimbursement or cash payments prior to or in connection with any services rendered in order to effectuate the consummation of
the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the amounts described
in the Prospectus under the heading “Summary – The Offering – Limited Payments to Insiders.”


 


12.          Authority
and Capacity. The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound
(including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter
into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company
and hereby consents to being named in the Prospectus as an officer and/or director of the Company.


 


13.          Defined
Terms. As used herein, (a) “Business Combination” shall mean a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses;
(b) “Shares” shall mean, collectively, the Ordinary Shares, the Founder Shares, and the Ordinary
Shares underlying the Private Placement Units; (c) “Founder Shares” shall mean the 5,031,250 of
the Company’s Class B ordinary shares, par value $0.001 per share, initially issued to the Sponsor (up to 656,250 Shares
of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters)
for an aggregate purchase price of $25,000, or $0.005 per share, prior to the consummation of the Public Offering; (d) “Private
Placement Units” shall mean the 587,500 Units of the Company and the underlying Ordinary Shares and Warrants that
the Company is selling in a private placement that shall occur simultaneously with the consummation of the Public Offering; (e) “Public
Shareholders” shall mean the holders of securities issued in the Public Offering; (f) “Trust Account”
shall mean the trust fund located in the United States into which a portion of the net proceeds of the Public Offering shall be
deposited; (g) “Transfer” shall mean the (i) sale of, offer to sell, contract or agreement
to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position
within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder
with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause
(g)(i) or (g)(ii); and (h) “Charter” shall mean the Company’s memorandum and articles
of association, as the same may be amended from time to time.


 


14.          Entire
Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of
the subject matter hereof 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 changed, amended, modified or waived (other than to correct a typographical error) as to any particular
provision, except by a written instrument executed by all parties hereto.


 






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15.          Assignment;
Successors and Assigns. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other party. Any purported assignment in violation of this Section shall
be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter
Agreement shall be binding on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


16.          Third-Party
Beneficiaries.


 


(a)            The
Company, the Sponsor and each Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a
third-party beneficiary of this Letter Agreement.


 


(b)            Subject
to Section 16(a), nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or entity
other than the Representative and the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or
of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements
contained in this Letter Agreement shall be for the sole and exclusive benefit of the Representative, the parties hereto, and each
of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


17.          Counterparts.
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


18.          Severability.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of
any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


19.          Governing
Law; Submission to Jurisdiction. This Letter 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. The parties hereto (a) all agree that any action, proceeding, claim or dispute
arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City,
in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive
and (b) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


20.          Notices.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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 facsimile transmission.


 






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21.          Term.
This Letter Agreement shall terminate on the earlier of (a) the expiration of the Lock-up Periods or (b) the liquidation
of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering
is not consummated and closed by December 31, 2021; provided, further, that Section 4 of this Letter Agreement
shall survive such liquidation.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	ITHAX Acquisition Sponsor LLC
	 	 
	 	By:	                         
	 	Name: Orestes Fintiklis
	 	Title: Director
	 	 
	 	Dimitrios Athanasopoulos
	 	 
	 	 
	 	 
	 	Orestes Fintiklis
	 	 
	 	 
	 	 
	 	Carlos Guimarães
	 	 
	 	 
	 	 
	 	George Syllantavos
	 	 
	 	 
	 	 
	 	Raul Vir
	 	 
	 	 



 


	Acknowledged and Agreed:	 
	 	 
	ITHAX Acquisition Corp.	 
	 	 
	By:	                            	 
	Name: Dimitrios Athanasopoulos	 
	Title: Chief Financial Officer	 



 


[Signature Page to Letter Agreement]