Exhibit 10.2


 


Certain identified information





marked with “[***]” has been





omitted from this document





because it is both (i) not material





and (ii) the type that the registrant





treats as private
or confidential.


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of September 29, 2022, is made and entered into by and among Mondee Holdings, Inc., a Delaware corporation (the “Company”)
(formerly known as ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability), and each person
listed on the signature pages under the caption “Third-Party Investors” or who execute a Joinder hereto pursuant to Section 5.2
hereof (collectively, the “Holders” and each, a “Holder”).


 


RECITALS


 


WHEREAS,
on the date hereof, certain investors (such investors, collectively, the “Third-Party Investors”) purchased
an aggregate of 85,000 shares of Series A Preferred Stock, par value $0.0001 per share, of the Company (the “Investor
Shares”) in a transaction exempt from registration under the Securities Act pursuant to those certain Subscription Agreements,
dated as of the date hereof, entered into by and between the Company and each of the Third-Party Investors (collectively, the “Subscription
Agreement”); and


 


WHEREAS,
in connection with the sale of the Investor Shares, on the date hereof, the Company entered into that certain warrant agreement, between
the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”),
pursuant to which the Company issued to certain Third-Party Investors 1,275,000 Company warrants (the “Warrants”),
which Warrants are exercisable into shares of Common Stock (the “Conversion Shares”);


 


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


 


Section 1.1     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 the Chief 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, declared effective or used, as the case may be 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 hereto.


 


“Block Trade” shall
have the meaning given in Section 2.4.1.


 


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


 


“Business Combination Agreement”
shall mean that certain Business Combination Agreement, dated December 20, 2021, by and among ITHAX Acquisition Corp., a Cayman Islands
exempted company and predecessor to the Company, Mondee Holdings II, Inc., a Delaware corporation, and the other parties thereto.


 


“Closing Date” shall
be the date hereof.


 


“Commission” shall mean
the Securities and Exchange Commission.


 


“Common Stock” shall
mean shares of Common Stock, par value $0.0001, of the Company.


 


“Company” shall have
the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off,
reorganization or similar transaction.


 


“Conversion Shares”
shall have the meaning set forth in the Recitals hereto.


 


“Demanding Holder” shall
have the meaning given in Section 2.1.4.


 


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


 


“Form S-1 Shelf”
shall have the meaning given in Section 2.1.1.


 


“Form S-3 Shelf”
shall have the meaning given in Section 2.1.1.


 


“Holder Information”
shall have the meaning given in Section 4.1.2.


 


“Holders” shall have
the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.


 


“Investor Shares” shall
have the meaning given in the Recitals hereto.


 


“Joinder” shall have
the meaning given in Section 5.2.5.


 


“Maximum Number of Securities”
shall have the meaning given in Section 2.1.5.


 


“Minimum Takedown Threshold”
shall have the meaning given in Section 2.1.4.


 


“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 case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


“Other Coordinated Offering”
shall have the meaning given in Section 2.4.1.


 






    2


     


    

 


“Permitted Transferees”
shall mean any person or entity to whom such Holder is not prohibited from transferring such Registrable Securities in accordance with
applicable law.


 


“Piggyback Registration”
shall have the meaning given in Section 2.2.1.


 


“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) any outstanding shares of Common Stock or any other equity security (including warrants to purchase shares of Common
Stock (including the Warrants) and shares of Common Stock issued or issuable upon the exercise of any such warrants (including the Warrants)
or other equity security) of the Company held by a Holder immediately following the Closing Date; and (b) any other equity security
of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a) above, including
any Penalty Warrants (as defined in the Subscription Agreement) or by way of a stock dividend or stock split or in connection with a recapitalization,
merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable
Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) 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 by the applicable Holder; (B) (i) such
securities shall have been otherwise transferred, (ii) new certificates for such securities not bearing (or book entry positions
not subject to) a legend restricting further Transfer shall have been delivered by the Company and (iii) subsequent public distribution
of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding;
(D) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities
Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) 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, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus 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 documented, 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 national securities exchange on which the Common Stock is then listed;


 


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


 


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


 


(D)           fees
and disbursements of counsel for the Company;


 


(E)           fees
and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration
including the expenses of any special audits and/or “cold comfort” letters required by or incident to such performance and
compliance;


 






    3


     


    

 


(F)           reasonable
and documented fees and disbursements of counsel (including local and special counsel, to the extent necessary) incurred in connection
with any registration statement or registered offering (including any Registration) covering Registrable Securities;


 


(G)           in
an Underwritten Offering or Other Coordinated Offering, reasonable and documented fees and expenses not to exceed $50,000 in the aggregate
for each Registration of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders; and


 


(H)          any
Underwriter marketing costs in connection with a Piggyback Registration.


 


“Registration Statement”
shall mean any registration statement that covers 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.


 


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


 


“Shelf” shall mean the
Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.


 


“Shelf Registration”
shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant
to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“Shelf Takedown” shall
mean an Underwritten Shelf Takedown or any proposed Transfer or sale using a Registration Statement, including a Piggyback Registration.


 


“Subscription Agreement”
shall have the meaning set forth in the Recitals hereto.


 


“Subsequent Shelf Registration Statement”
shall have the meaning given in Section 2.1.2.


 


“Third-Party Investors”
shall have the meaning set forth in the Recitals hereto.


 


“Transfer” shall mean
the (a) sale or assignment 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 with
respect to, any security, (b) 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 (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


“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 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.


 


“Underwritten Shelf Takedown”
shall have the meaning given in Section 2.1.4.


 


“Warrant Agreement”
shall have the meaning set forth in the Recitals hereto.


 






    4


     


    

 


“Warrants” shall have
the meaning set forth in the Recitals hereto.


 


“Withdrawal Notice”
shall have the meaning given in Section 2.1.6.


 


Article II


REGISTRATIONS AND OFFERINGS


 


Section 2.1         Shelf
Registration.


 


2.1.1            Filing.
Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement
for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf
Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3
Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such
submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective
as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day (or 120th
calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the Closing
Date, and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by
the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf
shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available
to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare
and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf
continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and
in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event
the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to (i) convert the Form S-1
Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf or (ii) file a Form S-3 Shelf, as the case
may be, in each case, as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under
this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.2            Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as
is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable
efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable
efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any
order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent
Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business
days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named
therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause
such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after
the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement
(as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405
promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent
Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities
included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities.
Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form.
Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this
Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.


 






    5


     


    

 


2.1.3            Additional
Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not
registered for resale on a delayed or continuous basis, the Company, upon written request of a Holder, shall promptly use its commercially
reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then
available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the
same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject
to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to
be so covered twice per calendar year for each of the Holders.


 


2.1.4            Requests
for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is
on file with the Commission, a Holder (any of the Holders being in such case, a “Demanding Holder”) may request
to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an
 “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten
Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually
or together with other Demanding Holders, with an anticipated gross aggregate offering price of at least $10 million (the “Minimum
Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company,
which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to
Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or
more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not
be unreasonably withheld, conditioned or delayed). The Holders may demand not more than two (2) Underwritten Shelf Takedowns pursuant
to this Section 2.1.4 in any twelve (12) month period (such rights, in each such case, a “Demand”).
Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective
Registration Statement, including a Form S-3, which is then available for such offering.


 


2.1.5            Reduction
of Underwritten Offering. If the Underwriter in an Underwritten Shelf Takedown advises the Demanding Holders in writing that marketing
factors require a limitation of the number of shares to be underwritten, then the Demanding Holders shall so advise all Holders of Registrable
Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included
in the underwriting (such maximum number of such securities, the “Maximum Number of Securities”) shall be allocated
among all participating Holders thereof, including the Demanding Holders, in proportion (as nearly as practicable) to the amount of Registrable
Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable
Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.


 


2.1.6            Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw
from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”)
to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided
that the Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be
satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Holders or any of their respective
Permitted Transferees, as applicable. If withdrawn, a Demand for an Underwritten Shelf Takedown shall constitute a Demand for an Underwritten
Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless either (i) such Demanding Holder
has not previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Company for all Registration
Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such
Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in
such Underwritten Shelf Takedown); provided that, if the Holders elect to continue an Underwritten Shelf Takedown pursuant to the
proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown
demanded by the Holders for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly
forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to
the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown
prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses
pursuant to clause (ii) of the second sentence of this Section 2.1.6.


 






    6


     


    

 


Section 2.2        Piggyback
Registration.


 


2.2.1            Piggyback
Rights. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected
by the Company for holders of capital stock other than the Holders) any of its Common Stock under the Securities Act in connection with
the public offering of such securities solely for cash (other than (i) the registration statement on Form S-1 (File No. 333-266277)
and any post-effective amendments thereto (except to the extent such registration statement is amended or supplemented after the date
hereof to include additional shares of Common Stock or warrants of the Company, any shares of Common Stock or warrants of the Company
to be sold for the account of the Company, or any additional selling stockholders not already named therein, but excluding any amendment
or supplement to reflect transactions arising out of or in connection with the Business Combination Agreement), (ii) a registration
relating solely to the sale of securities to participants in a Company stock or other benefit plan, (iii) a transaction covered by
Rule 145 under the Securities Act, (iv) a registration in which the only stock being registered is Common Stock issuable upon
conversion of debt securities which are also being registered, (v) for a dividend reinvestment plan or (vi) any registration
on any form which does not include substantially the same information as would be required to be included in a registration statement
covering the sale of the Registrable Securities), then the Company shall give written notice of such proposed offering to all of the Holders
of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration
Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus
or prospectus supplement used for marketing such offering, 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 Holders of Registrable Securities the opportunity to include in such registered
offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such
written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2,
the Company shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially
reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities
requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar
securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in
a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such Underwritten Offering.


 






    7


     


    

 


2.2.2            Reduction
of Piggyback Registration. If the total amount of securities, including Registrable Securities, requested by Holders of Registrable
Securities to be included in such offering exceeds the amount of securities sold other than by the Company that the Underwriters determine
in their reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering
only that number of such securities, including Registrable Securities, which the Underwriters determine in their reasonable discretion
will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling security holders
according to the total amount of securities entitled to be included therein owned by each selling security holder or in such other proportions
as shall mutually be agreed to by such selling security holders). For purposes of the preceding parenthetical concerning apportionment,
for any selling security holder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired
partners and holders of capital stock of such Holder, or the estates and family members of any such partners and retired partners and
any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling security holder,” and any
pro-rata reduction with respect to such “selling security holder” shall be based upon the aggregate number of Registrable
Securities owned by all entities and individuals included in such “selling security holder,” as defined in this sentence.


 


2.2.3            Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten
Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) 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 or, in the case of a Piggyback Registration pursuant to a Shelf Registration,
the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration
used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness
of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the
Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal
under this Section 2.2.3.


 


2.2.4            Unlimited
Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected
pursuant to Section 2.2 hereof shall not be counted as a Demand for an Underwritten Shelf Takedown under Section 2.1.4
hereof.


 


Section 2.3     Market
Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated
Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent
(5 %) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not
Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to
this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed
to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement
or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first
Underwritten Offering following the Closing Date, if the managing Underwriters, in their reasonable discretion, advise the Company in
writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten
Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period
of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up
agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).


 






    8


     


    

 


Section 2.4        Block
Trades; Other Coordinated Offerings.


 


2.4.1            Notwithstanding
any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an
effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering
not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”)
or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether
as agent or principal, (an “Other Coordinated Offering”), in each case, with an anticipated aggregate offering
price of, either (x) at least $5 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such
Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days
prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts
to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the
Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to
work with the Company and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate
preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated
Offering.


 


2.4.2            Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or
Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering
shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sale agents
or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block
Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.


 


2.4.3            Notwithstanding
anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated
by a Demanding Holder pursuant to this Agreement.


 


2.4.4            The
Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sale
agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more
reputable nationally recognized investment banks).


 


2.4.5            A
Holder may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4 in any
twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.4
shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.


 


Article III


COMPANY PROCEDURES


 


Section 3.1     General
Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect
such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof (and
including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of
such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, security
holders or partners), and pursuant thereto the Company shall, as expeditiously as possible:


 






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3.1.1            prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially
reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have
ceased to be Registrable Securities, in each case, in accordance with Section 2.1.1;


 


3.1.2            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 reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered
on such Registration Statement 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;


 


3.1.3            prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ 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 Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;


 


3.1.4            prior
to any public offering of Registrable Securities, use its commercially reasonable 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 Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification)
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 Holders 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;


 


3.1.5            cause
all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are
then listed;


 


3.1.6            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;


 


3.1.7            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 commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 






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3.1.8            at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange
Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order
to reduce the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such
Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated
by reference therein);


 


3.1.9            promptly
notify the Holders in writing 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 3.4;


 


3.1.10            in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent
pursuant to such Registration, permit a representative of the Holders, the Underwriters or other financial institutions facilitating such
Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney,
consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’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, financial institution, attorney, consultant or accountant in connection
with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality
arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11            obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration
(subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s
independent registered public accountants and the Company’s counsel) 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 Holders;


 


3.1.12            in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent
pursuant to such Registration, 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 participating Holders,
the broker, placement agents 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 participating Holders, broker, placement agent, sales agent or Underwriter may
reasonably request and as are customarily included in such opinions and negative assurance letters, as applicable;


 


3.1.13            in
the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent
pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual
and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;


 


3.1.14            make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (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 then
in effect);


 






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3.1.15            with
respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially 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 such Underwritten Offering; and


 


3.1.16            otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders,
consistent with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding the foregoing, the Company shall
not be required to provide any documents or information to an Underwriter or broker, sales agent or placement agent if such Underwriter
or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering
involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.


 


Section 3.2     Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs (except in connection with a Piggyback Registration) and, other than as set
forth in the definition of “Registration Expenses,” all fees and expenses of any legal counsel representing the Holders.


 


Section 3.3     Requirements
for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder
does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities
from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information
is necessary to effect the registration of the applicable Registration Statement or Prospectus and such Holder continues thereafter to
withhold such information. No person or entity may participate in any Underwritten Offering or other offering for equity securities of
the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s
or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the
Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting
or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution
or placement arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall
not affect the registration of the other Registrable Securities to be included in such Registration.


 


Section 3.4         Suspension
of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1            Upon
receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders 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 (which
the Company undertakes to provide as promptly as practicable once such Misstatement is corrected or otherwise no longer exists).


 






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3.4.2            If
the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require
the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that
are unavailable to the Company for reasons beyond the Company’s control or (c) in the good faith judgment of the Board, be
seriously detrimental to the Company and its holders of capital stock and it is therefore essential to defer such filing, initial effectiveness
or continued use at such time, the Company shall have the right, upon giving prompt written notice of such action to the Holders (which
notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of,
or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary
for such purpose. In the event the Company exercises its rights under this Section 3.4.2, the Holders 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 until such Holder receives written notice from the Company that such sales or offers of Registrable
Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents.


 


3.4.3            (a) During
the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of the filing of, and
ending on a date ninety (90) days after the effective date of, a Company-initiated Registration and provided that the Company continues
to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf Registration Statement,
or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and Holders
are unable to obtain the commitment of Underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice
of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4 or Section 2.4 for
not more than ninety (90) consecutive calendar days or more than one hundred twenty (120) total calendar days in each case during any
twelve (12)-month period.


 


Section 3.5     Reporting
Obligations. As long as any Holder 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 Holders with true and complete copies of all such filings; provided that any documents publicly filed
or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been
furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such
further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell the Registrable
Securities held by such Holder 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 then in effect). Upon the request of any Holder, the Company shall deliver
to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


Article IV


INDEMNIFICATION AND CONTRIBUTION


 


Section 4.1     Indemnification.


 


4.1.1            The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, managers, directors,
affiliates, and agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses,
claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) caused
by, resulting from, arising out of or based upon any untrue or alleged untrue statement of material fact contained in or incorporated
by reference 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, in the case
of the Prospectus or preliminary Prospectus in the light of the circumstances under which they were made, not misleading, except insofar
as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by or on behalf of such
Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person or entity
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 Holder.


 






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4.1.2            In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or
cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection
with any such Registration Statement, Prospectus or preliminary Prospectus (the “Holder Information”) and, to
the extent permitted by law, shall indemnify the Company, its officers, managers, directors, affiliates and agents and each person or
entity who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket
expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement
of material fact contained or incorporated by reference 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, in the case of the Prospectus or preliminary Prospectus in the light of the circumstances under which they were
made, not misleading, but only to the extent that such untrue statement or omission is contained in (or not contained in, in the case
of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,
and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall
indemnify the Underwriters, their officers, directors and each person or entity 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.


 


4.1.3            Any
person or entity entitled to indemnification herein shall (i) 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 or entity’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) 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 includes a statement or admission of fault and culpability on the part of such indemnified party
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.


 






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4.1.4            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 or entity of such indemnified party and shall survive the
Transfer of securities. The Company and each Holder of 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 Holder’s
indemnification is unavailable for any reason.


 


4.1.5            If
the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket 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 out-of-pocket 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 not
made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), 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 Holder under this Section 4.1.5
shall be limited to the amount of the net proceeds received by such Holder 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 4.1.1, Section 4.1.2 and Section 4.1.3 above, any legal or other
fees, charges or out-of-pocket 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 4.1.5 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 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not
guilty of such fraudulent misrepresentation.


 


Article V


MISCELLANEOUS


 


Section 5.1     Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail 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 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: Mondee Holdings, Inc., 10800 Pecan Park Blvd., Suite 315,
Austin, Texas 78750 Attn: Dan Figenshu, and, if to any Holder, at such Holder’s address, electronic mail address or facsimile number
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 5.1.


 






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Section 5.2     Assignment;
No Third-Party Beneficiaries.


 


5.2.1            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.


 


5.2.2            Subject
to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder
may be assigned in whole or in part to such Holder’s Permitted Transferees; provided, that each of the Holders shall be permitted
to transfer its rights hereunder as such Holders to one or more affiliates or any direct or indirect partners, members or equity holders
of such Holder (it being understood that no such transfer shall reduce any rights of such Holder or such transferees).


 


5.2.3            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 Holders, which shall include Permitted Transferees.


 


5.2.4            This
Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set
forth in this Agreement and Section 5.2.


 


5.2.5            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 5.1 hereof
and (ii) an executed joinder to this Agreement from such assignee in the form of Exhibit A attached hereto (a “Joinder”).
Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.


 


Section 5.3     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. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any
document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of
records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct
the transactions contemplated hereunder by electronic means.


 


Section 5.4     Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE VENUE FOR
ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURTS SITTING IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


Section 5.5     TRIAL
BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, BY AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 5.5.


 






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Section 5.6     Amendments
and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable
Securities, 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 Holder, solely in its capacity as a holder of the shares of capital stock
of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder
so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of
a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies
of any Holder 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 5.7     Other
Registration Rights. The Company represents and warrants that, except as
already disclosed by the Company in its public filings with the Commission, no person or entity, other than a Holder 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 Statement filed by the Company for the sale of securities for its own account or for the account of any other person
or entity. For so long as any Holder and such Holder’s affiliates hold, in the aggregate, at least fifty percent (50%) of the Warrants
(including the form of Conversion Shares) originally issued to such Holder pursuant to the Subscription Agreement, the Company
hereby agrees and covenants that it will not grant rights to register any Common Stock (or securities convertible into, or exchangeable
or exercisable for, Common Stock) under the Securities Act pursuant to which such grantee would have more favorable Demands or treatment
with respect to pro rata reduction than those granted to the Holders hereunder without the prior written consent of Holders of a majority
of the total Registrable Securities.


 


Section 5.8     Term.
This Agreement shall terminate on the earlier of (a) the fifth anniversary of the date of this Agreement or (b) with respect
to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and
Article IV shall survive any termination.


 


Section 5.9     Holder
Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held
by such Holder in order for the Company to make determinations hereunder.


 


Section 5.10     Severability.
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this
Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision,
as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity
or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding
the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction,
it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of such provision in any other jurisdiction.


 


Section 5.11     Entire
Agreement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to such subject matter.


 


[SIGNATURE PAGES FOLLOW]


 






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


 


	 	COMPANY:
	 	 
	 	Mondee Holdings, Inc.
 a Delaware corporation
	 	 
	 	By:	/s/ Prasad Gundumogula
	 	Name:	Prasad Gundumogula
	 	Title:	Chief Executive Officer
	 	 
	 	HOLDERS:
	 	 
	 	Tuesday Investor LLC
	 	 
	 	By:	[***]
	 	Name:	 
	 	Title:	 
	 	 
	 	NH Credit Partners III Holdings L.P.
	 	 
	 	By:	[***]
	 	Name:	 
	 	Title:	 




 


[Signature Page to Registration
Rights Agreement]


 






     


     


    

 


Exhibit A


 


REGISTRATION RIGHTS AGREEMENT JOINDER


 


The undersigned is executing and delivering this
joinder (this “Joinder”) pursuant to the Registration Rights Agreement, dated as of September 29, 2022
(as the same may hereafter be amended, the “Registration Rights Agreement”), among Mondee Holdings, Inc.,
a Delaware corporation (the “Company”), and the other persons or entities named as parties therein. Capitalized
terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.


 


By executing and delivering this Joinder to the
Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a
Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement,
and the undersigned’s Warrants and shares of Common Stock with respect to which this Joinder is being entered into shall be included
as Registrable Securities under the Registration Rights Agreement to the extent provided therein.


 


Accordingly, the undersigned has executed and
delivered this Joinder as of the __________ day of __________, 2022.


 


	 	 
	 	 


 


Signature
of Stockholder


 





	 	 



Print
Name of Stockholder

Its:





	Address:	 	 
	 	 	 



 


Acknowledged as of


 


____________,
20__


 


Mondee
Holdings, Inc.


 


	By:		 
	Name:	 	 
	Its: