Exhibit 10.2


 





Macquarie Capital (USA) Inc.


A Member of the Macquarie Group of Companies


 


	125 West 55th Street	Telephone	1 212 231 1000
	New York, NY 10019	Tollfree	1 800 648 2878
	UNITED STATES	Facsimile	1 212 231 1717
	 	Internet	www.macquarie.com


  


July 13, 2016


 


Mr. Sanjay Arora


Chief Executive Officer


Terrapin 3 Acquisition Corporation


1700 Broadway, 18th Floor


New York, NY 10019


 


Dear Mr. Arora:


 


We refer to that certain letter agreement,
dated as of July 16, 2014 (the “Original Letter Agreement”) by and between Terrapin 3 Acquisition Corporation (the
“Company”) and Macquarie Capital (USA) Inc. (“Macquarie Capital”). In recognition of the relationship between
the Company, Yatra Online, Inc. (“Yatra”) and MIHI LLC, each of the Company, Yatra and Macquarie Capital have agreed
to amend and restate the Original Letter Agreement on the terms and subject to the conditions set forth below.


 


Yatra agrees that prior to the third anniversary
of the date of the Original Letter Agreement, Yatra shall, and shall cause its subsidiaries to, engage Macquarie Capital, or an
affiliate of Macquarie Capital designated by it, to act, on any and all transactions with a value greater than $30 million, as:
(a) a bookrunning managing underwriter, a bookrunning managing placement agent, or a bookrunning managing initial purchaser,
as the case may be, in connection with any offering or placement of securities (including, but not limited to, debt, equity, preferred
and other hybrid equity securities or equity linked securities) by Yatra or any of its subsidiaries, in each case with Macquarie
Capital receiving total compensation in respect of any such transaction that is equal to or better than 40% of the total compensation
received by all underwriters, placement agents, and initial purchasers, as the case may be, in connection with such transaction
and not less than the compensation received by any one individual underwriter, placement agent or initial purchaser, as the case
may be, and (b) a financial advisor in connection with any (i) restructuring (through a recapitalization, extraordinary dividend,
stock repurchase, spin-off, joint venture or otherwise) by Yatra or any of its subsidiaries, (ii) acquisition or disposition of
a business, asset or voting securities by Yatra or any of its subsidiaries or (iii) debt or equity financing or any refinancing
of any portion of any financing by Yatra or any of its subsidiaries, in each case with Macquarie Capital receiving total compensation
in respect of any such transaction that is equal to or greater than 40% of the total compensation received by all financial advisors
in connection with such transaction (50% in the case of the initial business combination (the “Business Combination”)),
and not less than the compensation received by any individual financial advisor. Yatra understands that Macquarie Capital may decline
any such engagement in its sole and absolute discretion. Any engagement of Macquarie Capital pursuant to this paragraph shall become
a commitment by Macquarie Capital to assume such engagement only if such engagement is set forth and agreed to by Macquarie Capital
in writing in a separate agreement. Any such engagement shall be on Macquarie Capital’s customary terms (including, as applicable,
representations, warranties, covenants, conditions, indemnities and fees based upon the prevailing market for similar services
for global, full-service investment banks).


 


With regard to the preceding scope of services,
it is understood that Macquarie Capital will not be retained to render a fairness opinion on the Business Combination, although
this letter agreement will apply, with respect to other aspects of the Business Combination. If, in Macquarie’s sole and
reasonable determination, it is unable to provide the services requested under this agreement, it will notify the board as soon
as practical of its intention to decline such engagement, or to seek an appropriate amendment to this agreement.


 




     


     


    

 


This letter agreement may be executed in
any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement.
Delivery of an executed counterpart of this letter agreement by facsimile, email or other form of electronic transmission shall
be deemed to constitute due and sufficient delivery of such counterpart. This letter agreement and any related dispute shall be
governed by, and construed and interpreted in accordance with, the laws of the State of New York applicable to contracts executed
in and to be performed in that State.


 


 


 


[Signature Page to Follow]


 


 






     


     


    

 


In witness whereof, the parties have caused this agreement to be executed on their behalf by the undersigned, thereunto
duly authorized, as of the date first set forth above.


 


Yours faithfully


 





	Macquarie Capital (USA) Inc.	 
	 	 	 
	By: 	/s/ Jin Chun	 
	 	Name: Jin Chun	 
	 	Title: Managing Partner	 
	 	 	 
	By:  	/s/ Stephan Feilhauer	 
	 	Name: Stephan Feilhauer	 
	 	Title: Vice President	 


  


Accepted and Agreed:


 





	TERRAPIN 3 ACQUISITION CORPORATION	 
	 	 	 
	By: 	/s/ Sanjay Arora	 
	 	Name: Sanjay Arora	 
	 	Title: Chief Executive Officer	 
	 	 	 
	YATRA ONLINE, INC.	 
	 	 	 
	By: 	/s/ Dhruv Shringi	 
	 	Name: Dhruv Shringi	 
	 	Title: Chief Executive Officer