Exhibit 10.19


 


Dividend
Support Agreement

 


September 28, 2016


 


YATRA ONLINE, INC.,


 


and


 


The Shareholders of Yatra Named Herein


 


Maples and Calder


PO Box
309    Ugland House    Grand Cayman KY1-1104    Cayman Islands


Tel + 1
345 949 8066    Fax + 1 345 949 8080    maplesandcalder.com


 




     


     


    

 


This
Agreement is made on 28th day of September 2016


 


Between:


 


		(1)	YATRA ONLINE, INC., an exempted company incorporated under the laws of the Cayman Islands
and having its registered office at Maples Corporate Services Limited, Ugland House, South Church Street, Grand Cayman, Cayman
Islands (the "Company"); and



 


		(2)	The shareholders listed on the signature page hereto; (each a "Shareholder"
and together the "Shareholders").



 


It
is agreed as follows:


 


		1	Definitions and Interpretation



 


		1.1	In this Agreement, unless the context otherwise requires, the following words shall have the following
meanings:



 


	“Board”	means the Board of Directors of the Company.
	 	 
	“Contingent Dividend”	means the contingent dividend declared by the Board of Directors of the Company on September 27, 2016 pursuant to the Contingent Dividend Resolution.
	 	 
	“Contingent Dividend Resolution”	means the resolution attached hereto as Exhibit A approving the declaration of the Contingent Dividend, its terms and conditions and the methods of payment thereof.
	 	 
	Dividend Declaration Date”	means September 27, 2016.
	 	 
	“First Trading Date”	means the first day that the Ordinary Shares trade on NASDAQ.
	 	 
	“Ordinary Shares”	means the ordinary shares in the share capital of the Company.
	 	 
	“Shareholders”	means the shareholders of the Company as of the Dividend Declaration Date.
	 	 
	“VWAP” 	means the volume weighted average price of the Ordinary Shares as quoted by Bloomberg, LP for the period in question.


 




     


     


    

  


		1.2	In this Agreement (except where the context otherwise requires):



 


		(a)	any reference to a Recital, Clause or Schedule is to the relevant Recital, Clause or Schedule of
or to this Agreement;



 


		(b)	the Clause headings are included for convenience only and shall not affect the interpretation of
this Agreement;



 


		(c)	the singular includes the plural and vice versa;



 


		(d)	any gender includes the other gender;



 


		(e)	any reference to "persons" includes natural persons, firms, partnerships, companies,
corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate
legal personality); and



 


		(f)	any phrase introduced by the terms "including", "include", "in particular"
or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.



 


		1.3	The Schedules and Recitals form part of this Agreement and shall have effect as if set out in full
in the body of this Agreement and any reference to this Agreement includes the Schedules and Recitals.



 


		2	Agreement to Support



 


		2.1	The Board has declared the Contingent Dividend payable to the Shareholders subject to specified
terms and conditions.



 


		2.2	The Company hereby agrees that if for any reason the Contingent Dividend becomes payable but the
Company cannot or does not pay the Contingent Dividend to the Shareholders (including but not limited to due to cancellation of
the Contingent Dividend by the Company for any reason prior to such Contingent Dividend becoming payable, or if payment of the
Contingent Dividend is not permitted under any laws, including the Companies Law of the Cayman Islands (2016 Revision, as amended,
or pursuant to the Company's memorandum and articles of association), the Company shall make the payments to Shareholders as set
forth in the resolution attached hereto as on Exhibit A ; provided, however, that any payment required to be made by the Company
pursuant to this Section 2.2, may be made by the Company only in the form of registered Company Ordinary Shares, and such payments
due pursuant to this Section 2.2 shall be settled in full by the Company by the issue of Company Ordinary Shares, if payment of
the Contingent Dividend is not permitted or is otherwise unlawful under any laws, including the Companies Law of the Cayman Islands
(2016 Revision, as amended, or pursuant to the Company's memorandum and articles of association, the value of each share of which
shall be deemed to be the average of the VWAP for the fifteen (15) business day period immediately prior to the date on which such
payment is scheduled to be made. The Company shall be entitled to deduct and withhold from any consideration payable pursuant to
this Agreement to any Person such amounts as the Company is required to deduct and withhold with respect to the making of such
payment under the Internal Revenue Code of 1986, as amended, or any other provision of federal, state, local or non-United States
tax law. To the extent that amounts are so withheld (and paid to the applicable governmental authority) by the Company, such withheld
amounts shall be treated for all purposes of this Agreement as having been paid to the person or entity to whom such consideration
would otherwise have been paid.



 




     


     


    

  


		3	Condition Precedent



 


		3.1	The obligation of the Company to pay the payments to Shareholders pursuant to Section 2.2 is subject
to the satisfaction of the following condition:



 


		(a)	The Ordinary Shares shall have begun trading on NASDAQ on or before December 19, 2016.



 


		4	Notices



 


		4.1	Unless otherwise provided herein, any notice required or permitted under this Agreement shall be
deemed effective upon the earlier of (a) actual receipt or (b) (i) on the day of delivery by email or confirmed facsimile transmission,
(ii) three business day after the business day of deposit with an internationally recognized overnight courier service for express
day delivery, freight prepaid, or (iii) seven business days after deposit with the United States Post Office for delivery by registered
or certified mail, shall be addressed to the party to be notified at the address indicated for such party indicated on the signature
pages hereto, or at such other address as such party may designate by ten (10) days’ advance written notice to the other
parties.



 


		5	Miscellaneous



 


		5.1	This Agreement contains the entire agreement between the Company and the Shareholders. The terms
and conditions of this Agreement may only be varied if such variation is in writing and signed by both the Company and each Shareholder.



 


		5.2	No failure or delay on the part of either party hereto in exercising any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other
or further exercise of any such right or power. The remedies provided herein are cumulative, and not exclusive of any remedies
provided by law.



 


		6	Counterparts



 


This Agreement may be executed
in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together
shall constitute one and the same instrument.


 


		7	Governing Law



 


		7.1	This Agreement shall be governed by, and construed in accordance with, the laws of the Cayman Islands.



 


		7.2	The parties to this agreement irrevocably agree for the exclusive benefit of the Company that the
courts of the Cayman Islands shall have jurisdiction over any claim or matter arising under or in connection with this Agreement
and that accordingly any proceedings in respect of any such claim or matter may be brought in such courts. Nothing in this Clause
shall limit the right of the Company to take proceedings against the other parties in any other court of competent jurisdiction,
nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions,
whether concurrently or not, to the extent permitted by the law of such other jurisdiction.



 


In
witness whereof the parties hereto have executed this Agreement the day and year first above written.


 




     


     


    

 


	
        SIGNED for and on behalf of

        Yatra Online, Inc.
	 
	 	 
	 	/s/ Dhruv Shringi
	 	Authorised Signatory


 


[Shareholder Signature Pages Follow]


 


[SIGNATURE PAGE TO DIVIDEND SUPPORT AGREEMENT]


 




     


     


    

  


	 	ORDINARY SHAREHOLDERS
	 	 
	 	/s/ Dhruv Shringi 
	 	Dhruv Shringi
	 	 
	 	/s/ Manish Amin 
	 	Manish Amin
	 	 
	 	/s/ Harshal Shah 
	 	Harshal Shah
	 	 
	 	/s/ Haresh Chawla 
	 	Haresh Chawla


 


[SIGNATURE PAGE TO DIVIDEND SUPPORT AGREEMENT]


 




     


     


    

  


	 	ORDINARY SHAREHOLDERS
	 	 	 
	 	Wortal, Inc.
	 	 	 
	 	By:	/s/ Uday Bellary 


 


	 	Print Name:	Uday Bellary 


 


	 	Title:	Chairman of the Board


  


[SIGNATURE PAGE TO DIVIDEND SUPPORT AGREEMENT]


 




     


     


    

 


 


	 	HOLDERS OF PREFERENCE SHARES
	 	 
	 	Norwest Venture Partners X, LP
	 	 
	 	By:  Genesis VC Partners X, LLC, General Partner
	 	 	 
	 	By:	/s/ Promod Haque 


 


	 	Print Name:	Promod Haque 


 


	 	Title:	Managing Partner 


 


	 	Norwest Venture Partners IX, LP
	 	 
	 	By:  Genesis VC Partners IX, LLC, General Partner
	 	 	 
	 	By:	/s/ Promod Haque 


 


	 	Print Name:	Promod Haque 


 


	 	Title:	Managing Partner 


  


[SIGNATURE PAGE TO DIVIDEND SUPPORT AGREEMENT]


 




     


     


    

  


	 	HOLDERS OF PREFERENCE SHARES
	 	 	 
	 	Vertex Asia Fund Pte. Ltd.
	 	 	 
	 	By:	/s/ Chua Joo Hock 


 


	 	Print Name:	Chua Joo Hock 


 


	 	Title:	Director


  


[SIGNATURE PAGE TO DIVIDEND SUPPORT AGREEMENT]


 




     


     


    

 


 


	 	Rajasthan Trustee Company Pvt Ltd A/c SME Tech Fund RVCF Trust II
	 	 	 
	 	By:	/s/ Girish Gupta 


 


	 	Print Name: 	Girish Gupta 


 


	 	Title:	CEO, Rajasthan Asset Management Co Pvt Ltd 


 


[SIGNATURE PAGE TO DIVIDEND SUPPORT AGREEMENT]


 




     


     


    

  


	 	HOLDERS OF PREFERENCE SHARES
	 	 
	 	IDG Ventures India Fund II LLC.
	 	 	 
	 	By:	/s/ Gulstan Ramgockim 



 


	 	Print Name:	Gulstan Ramgockim 



 


	 	Title:	Director


  


[SIGNATURE PAGE TO DIVIDEND SUPPORT AGREEMENT]


 




     


     


    

 


	 	HOLDERS OF PREFERENCE SHARES
	 	 
	 	Reliance Capital Limited
	 	 	 
	 	By:	/s/ Amit Bapna


 


	 	Print Name:	Amit Bapna


 


	 	Title:	CFO


 


Maples and Calder


PO Box
309    Ugland House    Grand Cayman KY1-1104    Cayman Islands


Tel + 1
345 949 8066    Fax + 1 345 949 8080    maplesandcalder.com


 


[SIGNATURE PAGE TO DIVIDEND SUPPORT AGREEMENT]


 




     


     


    

  


	 	HOLDERS OF PREFERENCE
    SHARES AND ORDINARY SHARES
	 	 
	 	E-18 Limited
	 	 	 
	 	By:	[illegible]


 


	 	Print Name:	CCY Management Limited 


 


	 	Title:	Director 


  


[SIGNATURE PAGE TO DIVIDEND SUPPORT AGREEMENT]


 




     


     


    

  


	 	HOLDERS OF PREFERENCE SHARES
	 	 
	 	Intel Capital Corporation
	 	 	 
	 	By:	/s/ Michael J Scown 


 


	 	Print Name:	Michael J Scown 


 


	 	Title:	Authorized Signatory 


 


[SIGNATURE PAGE TO DIVIDEND SUPPORT AGREEMENT]


 




     


     


    

  


	 	HOLDERS OF PREFERENCE SHARES
	 	 
	 	Valiant Capital Master Fund LP
	 	 	 
	 	By:	/s/ Brian Miller 


 


	 	Print Name:	Brian Miller 


 


	 	Title:	CFO 


 


	 	Valiant Capital Partners LP
	 	 	 
	 	By:	/s/ Brian Miller 


 


	 	Print Name:	Brian Miller 


 


	 	Title:	CFO 


  


[SIGNATURE PAGE TO DIVIDEND SUPPORT AGREEMENT]


 




     


     


    




 


	 	HOLDERS OF A RIGHT TO SWAP ORDINARY SHARES OF YATRA ONLINE PRIVATE LIMITED FOR ORDINARY SHARES OF YATRA ONLINE, INC.
	 	 
	 	Capital18 Fincap Private Limited
	 	 	 
	 	By:	/s/ Kshipra Jatana 


 


	 	Print Name:	Kshipra Jatana 


 


	 	Title:	Authorized Signatory 


 


	 	Pandara Trust Scheme I
	 	 	 
	 	By:	/s/ Tc Meenakshisundaram 


 


	 	Print Name:	Tc Meenakshisundaram 


 


	 	Title:	Designated Partner 


  


[SIGNATURE PAGE TO DIVIDEND SUPPORT AGREEMENT]


 




     


     


    

  


	 	HOLDERS OF PREFERENCE SHARES
	 	 	 
	 	SVB Financial Group
	 	 	 
	 	By:	/s/ Scott Newman 


 


	 	Print Name:	Scott Newman 


 


	 	Title:	Portfolio & Funding Manager 


  


[SIGNATURE PAGE TO DIVIDEND SUPPORT AGREEMENT]


 




     


     


    

  


	 	HOLDERS OF PREFERENCE SHARES
	 	 
	 	Macquarie Corporate Holdings Pty Limited
	 	 	 
	 	By:	/s/ Glen Butler 


 


	 	Print Name:	Glen Butler 


 


	 	Title:	Division Director 


 


	 	Macquarie Corporate Holdings Pty Limited
	 	 	 
	 	By:	/s/ Angus Buckley 


 


	 	Print Name:	Angus Buckley 


 


	 	Title:	Division Director 


  


[SIGNATURE PAGE TO DIVIDEND SUPPORT AGREEMENT]