Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of [________], 2021, is made and entered into by and among
ITHAX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties
listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).


 


RECITALS


 


WHEREAS, the
Company and the Investors desire to enter into this Agreement, pursuant to which the Company shall grant the Investors certain
registration rights with respect to certain securities of the Company held by them as of the date hereof or that may be held by
them upon consummation of a Business Combination (defined below);


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


ARTICLE I     DEFINITIONS


 


The terms defined
in this ARTICLE I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company,
(i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement
or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
contained therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which
they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not
being filed, and (iii) the Company has a bona fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business
Combination” shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar
business combination with one or more businesses, involving the Company.


 


“Class B
Ordinary Shares” means the Class B ordinary shares, par value $0.001 per share, of the Company.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand
Registration” shall have the meaning given in Section 2.01(a).


 


“Demanding
Investor” shall have the meaning given in Section 2.01(a).


 






     


     


    

 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1”
shall have the meaning given in Section 2.01(a).


 


“Form S-3”
shall have the meaning given in Section 2.03.


 


“Founder
Shares” shall mean the 5,031,250 Class B Ordinary Shares that Sponsor purchased from the Company pursuant to
the Founder Shares Purchase Agreement (up to 656,250 of which are subject to forfeiture depending on the extent to which the Underwriters’
over-allotment option is exercised) and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.


 


“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) six
months after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination,
(x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions,
share consolidations, share capitalizations, rights issuances, 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.


 


“Founder
Shares Purchase Agreement” shall mean that certain Securities Subscription Agreement by and between the Sponsor and
Company, dated as of October 6, 2020.


 


“Insider
Letter” shall mean that certain letter agreement, dated as of [________], 2021, by and among the Company, the Sponsor
and each of the Company’s officers, directors and director nominees.


 


“Investors”
shall have the meaning given in the Preamble.


 


“Maximum
Number of Securities” shall have the meaning given in Section 2.01(d).


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances
under which they were made not misleading.


 


“Ordinary
Shares” shall mean the Class A ordinary shares, par value $0.001 per share, of the Company.


 


“Permitted
Transferees” shall mean a person or entity to whom an Investor of Registrable Securities is permitted to transfer
such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as
the case may be, under the Insider Letter, this Agreement, and any other applicable agreement between such Investor and the Company,
and to any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in Section 2.01(a).


 


“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Units that are held by the initial purchasers
of such Private Placement Units or their Permitted Transferees, and any of the Ordinary Shares or Warrants underlying the Private
Placement Units and that are held by the initial purchasers of the Private Placement Units or their Permitted Transferees, the
period ending 30 days after the completion of the Company’s initial Business Combination.


 






     


     


    

 


“Private
Placement Units” shall mean the aggregate 587,500 Units to be purchased by the Sponsor and the Underwriter and/or
its designees pursuant to those certain Private Placement Warrants Purchase Agreements between the Company and each of the Sponsor
and the Underwriter, each dated [___].


 


“Pro Rata”
shall have the meaning given in subsection Section 2.01(d).


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of
any Founder Shares, (b) the Private Placement Units (and underlying securities), (c) the Working Capital Units (and the
underlying securities) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made
to the Company by an Investor, if any, and (d) any other equity security of the Company issued or issuable with respect to
any such Ordinary Shares by way of a share dividend, share subdivision, share consolidation, share capitalization or in connection
with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that,
as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities
shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the
Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold without Registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission)
(but with no volume or other restrictions or limitations); or (v) such securities have been sold to, or through, a broker,
dealer or Underwriter in a public distribution or other public securities transaction.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration
statement becoming effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(a)            all
Registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed;


 


(b)            fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(c)            printing,
messenger, telephone and delivery expenses;


 


(d)            reasonable
fees and disbursements of counsel for the Company;


 


(e)            reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with
such Registration; and


 






     


     


    

 


(f)            reasonable
fees and expenses of one legal counsel selected by the majority-in-interest of the Demanding Investors initiating a Demand Registration
to be registered for offer and sale in the applicable Registration.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Requesting
Investor” shall have the meaning given in Section 2.01(a).


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor”
shall mean ITHAX Acquisition Sponsor LLC, a Delaware limited liability company.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities
of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Units”
means the units of the Company, each comprised of one Ordinary Share and one-half of one Warrant.


 


“Warrants”
mean the warrants of the Company redeemable to purchase Ordinary Shares.


 


“Working
Capital Units” shall mean any Units held by Investors, officers, or directors of the Company or their respective
affiliates, which may be issued in payment of working capital loans made to the Company.


 


ARTICLE II     REGISTRATIONS


 


Section 2.01     Demand
Registration.


 


(a)            Request
for Registration. Subject to the provisions of Section 2.01(d) and Section 2.04 hereof, at any
time and from time to time on or after the date the Company consummates the Business Combination, the Investors of at least a majority
in interest of the then-outstanding number of Registrable Securities (the “Demanding Investors”) may
make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand
shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution
thereof (such written demand a “Demand Registration”). The Company shall, within 10 days of the Company’s
receipt of the Demand Registration, notify, in writing, all other Investors of Registrable Securities of such demand, and each
Investor of Registrable Securities who thereafter wishes to include all or a portion of such Investor’s Registrable Securities
in a Registration pursuant to a Demand Registration (each such Investor that includes all or a portion of such Investor’s
Registrable Securities in such Registration, a “Requesting Investor”) shall so notify the Company, in
writing, within five days after the receipt by the Investor of the notice from the Company. Upon receipt by the Company of any
such written notification from a Requesting Investor(s) to the Company, such Requesting Investor(s) shall be entitled
to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect,
as soon thereafter as practicable, but not more than 45 days immediately after the Company’s receipt of the Demand Registration,
the Registration of all Registrable Securities requested by the Demanding Investors and Requesting Investors pursuant to such Demand
Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three Registrations pursuant
to a Demand Registration under this Section 2.01(a) with respect to any or all Registrable Securities; provided,
however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form Registration
Statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable
Securities requested by the Requesting Investors to be registered on behalf of the Requesting Investors in such Form S-1 Registration
have been sold, in accordance with Section 3.01 of this Agreement.


 






     


     


    

 


(b)            Effective
Registration. Notwithstanding the provisions of Section 2.01(a) above or any other part of this Agreement,
a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement
filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission
and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided,
further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in
a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission,
federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed
not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest of the Demanding Investors initiating such Demand Registration thereafter affirmatively
elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five days, of
such election; and provided, further, that the Company shall not be obligated or required to file another Registration
Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration
becomes effective or is subsequently terminated.


 


(c)            Underwritten
Offering. Subject to the provisions of Section 2.01(d) and Section 2.04 hereof, if a majority-in-interest
of the Demanding Investors so advise the Company as part of their Demand Registration that the offering of the Registrable Securities
pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Investor
or Requesting Investor (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Investor’s
participation in such Underwritten Offering and the inclusion of such Investor’s Registrable Securities in such Underwritten
Offering to the extent provided herein. All such Investors proposing to distribute their Registrable Securities through an Underwritten
Offering under this Section 2.01(c) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Offering by the majority-in-interest of the Demanding Investors initiating the Demand Registration.


 






     


     


    

 


(d)            Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Investors and the Requesting Investors (if any) in writing that
the dollar amount or number of Registrable Securities that the Demanding Investors and the Requesting Investors (if any) desire
to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary
Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration
rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities
that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as
follows: (i) first, the Registrable Securities of the Demanding Investors and the Requesting Investors (if any) (pro rata
based on the respective number of Registrable Securities that each Demanding Investor and Requesting Investor (if any) has requested
be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Investors and
Requesting Investors have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Investors (Pro
Rata, based on the respective number of Registrable Securities that each Investor has so requested) exercising their rights to
register their Registrable Securities pursuant to Section 2.02(a) hereof, without exceeding the Maximum Number
of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without
exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or
entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with
such persons and that can be sold without exceeding the Maximum Number of Securities.


 


(e)            Demand
Registration Withdrawal. A majority-in-interest of the Demanding Investors initiating a Demand Registration or a majority-in-interest
of the Requesting Investors (if any), pursuant to a Registration under Section 2.01(a) shall have the right to
withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to
the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness
of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant
to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the
Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under
this Section 2.01(e).


 


Section 2.02     Piggyback
Registration.


 


(a)            Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders
of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.01
hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan,
(ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an
offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then
the Company shall give written notice of such proposed filing to all of the Investors of Registrable Securities as soon as practicable
but not less than 10 days before the anticipated filing date of such Registration Statement, which notice shall (A) describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of
the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Investors of Registrable
Securities the opportunity to register the sale of such number of Registrable Securities as such Investors may request in writing
within five days after receipt of such written notice (such Registration a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use
its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Investors pursuant to this Section 2.02(a) to be included in a Piggyback Registration
on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale
or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All
such Investors proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.02(a) shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by
the Company.


 






     


     


    

 


(b)            Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
Registration, in good faith, advises the Company and the Investors of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (x) the
Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with
persons or entities other than the Investors of Registrable Securities hereunder (y) the Registrable Securities as to which
Registration has been requested pursuant to Section 2.02 hereof, and (z) the Ordinary Shares, if any, as to which
Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of
the Company, exceeds the Maximum Number of Securities, then:


 


(i)             If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,
the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Investors exercising their rights to register their Registrable Securities pursuant to
Section 2.02(a) hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary
Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other
shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or


 


(ii)            If
the Registration is pursuant to a request by persons or entities other than the Investors of Registrable Securities, then the Company
shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting
persons or entities, other than the Investors of Registrable Securities, which can be sold without exceeding the Maximum Number
of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(A), the Registrable Securities of Investors exercising their rights to register their Registrable Securities pursuant to Section 2.02(a),
pro rata based on the number of Registrable Securities that each Investor has requested be included in such Underwritten Registration
and the aggregate number of Registrable Securities that the Investors have requested to be included in such Underwritten Registration,
which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that
the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary
Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant
to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number
of Securities.


 


(c)            Piggyback
Registration Withdrawal. Any Investor of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her
or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with
the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the
result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.02(c).


 






     


     


    

 


(d)            Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.02 hereof
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.01 hereof.


 


Section 2.03     Registrations
on Form S-3. The Investors of Registrable Securities may at any time, and from time to time, request in writing that the
Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission),
register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form Registration Statement
that may be available at such time (“Form S-3”); provided, however, that the Company
shall not be obligated to effect such request through an Underwritten Offering. Within five days of the Company’s receipt
of a written request from an Investor or Investors of Registrable Securities for a Registration on Form S-3, the Company shall
promptly give written notice of the proposed Registration on Form S-3 to all other Investors of Registrable Securities, and
each Investor of Registrable Securities who thereafter wishes to include all or a portion of such Investor’s Registrable
Securities in such Registration on Form S-3 shall so notify the Company, in writing, within 10 days after the receipt by the
Investor of the notice from the Company. As soon as practicable thereafter, but not more than 12 days after the Company’s
initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of
such Investor’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable
Securities of any other Investor or Investors joining in such request as are specified in the written notification given by such
Investor or Investors; provided, however, that the Company shall not be obligated to effect any such Registration
pursuant to Section 2.03 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Investors
of Registrable Securities, together with the Investors of any other equity securities of the Company entitled to inclusion in such
Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the
public of less than $10,000,000.


 


Section 2.04     Restrictions
on Registration Rights. If: (a) during the period starting with the date 60 days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date 120 days after the effective date of, a Company initiated Registration
and provided that the Company has delivered written notice to the Investors prior to receipt of a Demand Registration pursuant
to Section 2.01(a) and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable
Registration Statement to become effective; (b) the Investors have requested an Underwritten Registration and the Company
and the Investors are unable to obtain the commitment of Underwriters to firmly underwrite the offer; or (c) in the good faith
judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that
it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to
such Investors a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would
be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore
essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing
for a period of not more than 30 days.


 






     


     


    

 


ARTICLE III     COMPANY
PROCEDURES


 


Section 3.01     General
Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect
the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale
of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall,
as expeditiously as possible:


 


(a)            prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use
its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold;


 


(b)            prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be requested by the Investors or any Underwriter of Registrable Securities or as may be required by the
rules, regulations or instructions applicable to the Registration form used by the Company or by the Securities Act or rules and
regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration
Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement
to the Prospectus;


 


(c)            prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Investors of Registrable Securities included in such Registration, and such Investors’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement
(including each preliminary Prospectus), and such other documents as the Underwriters and the Investors of Registrable Securities
included in such Registration or the legal counsel for any such Investors may request in order to facilitate the disposition of
the Registrable Securities owned by such Investors;


 


(d)            prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Investors of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the Investors of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process
or taxation in any such jurisdiction where it is not then otherwise so subject;


 


(e)            cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


(f)             provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 






     


     


    

 


(g)            advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued;


 


(h)            at
least five days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus,
furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 


(i)             notify
the Investors at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect,
includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.04 hereof;


 


(j)             permit
a representative of the Investors (such representative to be selected by a majority of the participating Investors), the Underwriters,
if any, and any attorney or accountant retained by such Investors, or Underwriter to participate, at each such person’s own
expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply
all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration;
provided, however, that such representative, or Underwriters enter into a confidentiality agreement, in form and
substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


(k)            obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration which the participating Investors may rely on, in customary form and covering such matters of the type customarily
covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to
a majority-in-interest of the participating Investors;


 


(l)             on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of
counsel representing the Company for the purposes of such Registration, addressed to the Investors, the placement agent or sales
agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such
opinion is being given as the Investors, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating
Investors;


 


(m)           in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


(n)            make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any successor rule promulgated thereafter by the Commission);


 


(o)            if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its
reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 






     


     


    

 


(p)            otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Investors, in connection
with such Registration.


 


Section 3.02     Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Investors
that the Investors shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Investors.


 


Section 3.03     Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of
the Company pursuant to a Registration initiated by the Company hereunder unless such person (a) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (b) completes and executes all
customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents
as may be reasonably required under the terms of such underwriting arrangements.


 


Section 3.04     Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Investors shall forthwith discontinue disposition of Registrable Securities until it has received copies
of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare
and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing
by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the
inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s
control, the Company may, upon giving prompt written notice of such action to the Investors, delay the filing or initial effectiveness
of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than 30 days, determined
in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding
sentence, the Investors agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus
relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately
notify the Investors of the expiration of any period during which it exercised its rights under this Section 3.04.


 


Section 3.05     Reporting
Obligations. As long as any Investor shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of
the Exchange Act and to promptly furnish the Investors with true and complete copies of all such filings. The Company further covenants
that it shall take such further action as any Investor may reasonably request, all to the extent required from time to time to
enable such Investor to sell Ordinary Shares held by such Investor without Registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter
by the Commission), including providing any legal opinions. Upon the request of any Investor, the Company shall deliver to such
Investor a written certification of a duly authorized officer as to whether it has complied with such requirements.


 






     


     


    

 


ARTICLE IV     INDEMNIFICATION
AND CONTRIBUTION


 


Section 4.01     Indemnification
by the Company. The Company agrees to indemnify, to the extent permitted by law, each Investor of Registrable Securities, its
officers and directors and each person who controls such Investor (within the meaning of the Securities Act) against all losses,
claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of
material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company
by such Investor expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each
person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing
with respect to the indemnification of the Investor.


 


Section 4.02     Indemnification
by Investors. In connection with any Registration Statement in which an Investor of Registrable Securities is participating,
such Investor shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use
in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company,
its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against
any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting
from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any
amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information
or affidavit so furnished in writing by such Investor expressly for use therein; provided, however, that the obligation
to indemnify shall be several, not joint and several, among such Investors of Registrable Securities, and the liability of each
such Investor of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Investor from
the sale of Registrable Securities pursuant to such Registration Statement. The Investors of Registrable Securities shall indemnify
the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities
Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 


Section 4.03     Indemnification
Procedures. Any person entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party
of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any
person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party)
and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other
of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party,
consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.


 






     


     


    

 


Section 4.04     Effect
of Investigation. The indemnification provided for under this Agreement shall remain in full force and effect regardless of
any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified
party and shall survive the transfer of securities. The Company and each Investor holding Registrable Securities participating
in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such
party in the event the Company’s or such Investor’s indemnification is unavailable for any reason.


 


Section 4.05     Contribution.
If the indemnification provided under Section 4.01 hereof from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then
the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct
or prevent such action; provided, however, that the liability of any Investor under this Section 4.05
shall be limited to the amount of the net proceeds received by such Investor in such offering giving rise to such liability. The
amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include,
subject to the limitations set forth in Section 4.01, Section 4.02 and Section 4.03 above,
any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.05 were
determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations
referred to in this Section 4.05. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this Section 4.05 from any person who was not guilty
of such fraudulent misrepresentation.


 


ARTICLE V     MISCELLANEOUS


 


Section 5.01     Notices.
Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person
or by courier service providing evidence of delivery, or (c) transmission by hand delivery, electronic mail, telecopy, telegram
or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed
sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on
which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram
or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at
such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed,
if to the Company, to: 555 Madison Avenue, Suite 11A, New York, NY 10022, and, if to any Investor, at such Investor’s
address or contact information as set forth in the Company’s books and records. Any party may change its address for notice
at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective
thirty (30) days after delivery of such notice as provided in this Section 5.01.


 






     


     


    

 


Section 5.02     Assignment;
No Third Party Beneficiaries.


 


(a)            This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part.


 


(b)            Prior
to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Investor
may assign or delegate such Investor’s rights, duties or obligations under this Agreement, in whole or in part, except in
connection with a transfer of Registrable Securities by such Investor to a Permitted Transferee but only if such Permitted Transferee
agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up
Period or the Private Placement Lock-up Period, as the case may be, the Investor may assign or delegate such Investor’s rights,
duties or obligations under this Agreement, in whole or in part, to any transferee.


 


(c)            This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Investors, which shall include Permitted Transferees.


 


(d)            This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth
in this Agreement and Section 5.02 hereof.


 


(e)            No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.01
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the
terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).
Any transfer or assignment made other than as provided in this Section 5.02 shall be null and void.


 


Section 5.03     Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


Section 5.04     Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT (A) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS
AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
OF SUCH JURISDICTION AND (B) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT
IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


Section 5.05     Amendments
and Modifications. Upon the written consent of the Company and the Investors of at least a majority in interest of the Registrable
Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement
may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Investor, solely in its capacity
as a holder of the shares of the Company, in a manner that is materially different from the other Investors (in such capacity)
shall require the consent of the Investor so affected. No course of dealing between any Investor or the Company and any other party
hereto or any failure or delay on the part of a Investor or the Company in exercising any rights or remedies under this Agreement
shall operate as a waiver of any rights or remedies of any Investor or the Company. No single or partial exercise of any rights
or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies
hereunder or thereunder by such party.


 






     


     


    

 


Section 5.06     Other
Registration Rights. The Company represents and warrants that no person, other than an Investor of Registrable Securities,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company
in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.
Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement
with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the
terms of this Agreement shall prevail.


 


Section 5.07     Term.
This Agreement shall terminate upon the earlier of (a) the tenth anniversary of the date of this Agreement or (b) the
date as of which (i) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event
prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or
any successor rule promulgated thereafter by the Commission)) or (ii) the Investors of all Registrable Securities are
permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation
on the amount of securities sold or the manner of sale. The provisions of Section 3.05 and ARTICLE IV shall
survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 






     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	 	 
	 	ITHAX Acquisition Corp.
	 	a Cayman Islands exempted company
	 	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	 	 
	 	INVESTORS:
	 	 	 
	 	ITHAX Acquisition Sponsor LLC
	 	A Delaware limited liability company
	 	 	 
	 	By:	 
			 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	 	 
	 	Cantor Fitzgerald & Co.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	 	 
	 	RAHUL VIR
	 	 
	 	GEORGE SYLLANTAVOS
	 	 
	 	CARLOS GUIMARÃES



 


[Signature Page to Registration Rights Agreement]