Exhibit 10.20


 


 





 


“These Stamp Papers form an integral part of the
Share Subscription cum Shareholders Agreement executed on April 29, 2015 by and amongst:


 


		(1)	YATRA ONLINE PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, as amended and having its registered
office at Unit No. 210/211, 2nd Floor, C-Wing, Trade World Centre, Kamala Mills, Senapati Bapat Marg, Lower Parel (W), Mumbai-400
013, Maharashtra, India (“Yatra India”);



 


		(2)	IL & FS TRUST COMPANY LIMITED acting as the trustee for PANDARA TRUST SCHEME I, a scheme of Pandara
                                                           Trust, a trust created under the provisions of the Indian Trusts Act, 1882, and registered as an Alternate Investment Fund
                                                           Category I – Venture  Capital Fund registered with the Securities Exchange Board of India having its
                                                           registered office at IL&FS Financial Centre, Plot C-22, G Block, 5th Floor, Bandra Kurla Complex, Bandra (East), Mumbai –
                                                           400051, India and managed by Nishaavritra Investment Manager LLP (“Pandara Trust”);



 




     


     


    

 





 


		(3)	CAPITAL18 FINCAP PRIVATE LIMITED, a company incorporated
                                         under the Companies Act, 1956, as amended and having its registered office at 503, 504
                                         & 507, 5th Floor, Mercantile House, 15 Kasturba Gandhi Marg, New Delhi-110001
                                         (“Capital18”);



 


AND


 




     


     


    

  





 


		(4)	YATRA ONLINE, INC., a Cayman Islands exempted company and having its registered office at Maples Corporate Services
Limited, PO Box-309, Ugland House, Grand Cayman, Cayman Island (“Yatra Cayman”).



 




     


     


    

 


YATRA ONLINE PRIVATE LIMITED


 


SHARE SUBSCRIPTION CUM SHAREHOLDERS AGREEMENT


 


April 29, 2015


 




     


     


    

  


YATRA ONLINE PRIVATE LIMITED


SHARE SUBSCRIPTION CUM SHAREHOLDERS
AGREEMENT


 


THIS SHARE SUBSCRIPTION CUM SHAREHOLDERS AGREEMENT
(the “Agreement”) is entered into on April 29, 2015


 


BY AND BETWEEN:


 


		(1)	YATRA ONLINE PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, as amended and having its registered
office at Unit No. 210/211, 2nd Floor, C-Wing, Trade World Centre, Kamala Mills, Senapati Bapat Marg, Lower Parel (W), Mumbai-400
013, Maharashtra, India (“Yatra India”);



 


		(2)	IL & FS TRUST COMPANY LIMITED acting as the trustee for PANDARA TRUST SCHEME I, a scheme of Pandara Trust,
a trust created under the provisions of the Indian Trusts Act, 1882, and registered as an Alternate Investment Fund Category I
– Venture Capital Fund registered with the Securities Exchange Board of India having its registered office at IL&FS Financial
Centre, Plot C-22, G Block, 5th Floor, Bandra Kurla Complex, Bandra (East), Mumbai – 400051, India and managed by Nishaavritra
Investment Manager LLP (“Pandara Trust”);



 


		(3)	CAPITAL18 FINCAP PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, as amended and having its registered
office at 503, 504 & 507, 5th Floor, Mercantile House, 15 Kasturba Gandhi Marg, New Delhi-110001 (“Capital18”);



 


AND


 


		(4)	YATRA ONLINE, INC., a Cayman Islands exempted company and having its registered office at Maples Corporate Services
Limited, PO Box-309, Ugland House, Grand Cayman, Cayman Island (“Yatra Cayman”).



 


(Yatra India, Pandara Trust, Capital18 and Yatra Cayman
are collectively referred to herein as “Parties” and each individually as a “Party”. Pandara
Trust and Capital18 shall hereinafter be individually referred to as the “Investor” and collectively as the
“Investors”).


 


WHEREAS:


  




    1


     


    

  


		(A)	Yatra Cayman presently holds 100% and 93.66% of the issued and paid-up share capital of Yatra Cyprus and Asia Consolidated,
respectively, and Yatra Cyprus and Asia Consolidated in turn hold 90.268% and 8.436% of the issued and paid-up share capital of
Yatra India. Pandara Trust and Capital18 hold 33,067 and 50,614 Equity Shares of the issued and paid-up share capital of Yatra
India, respectively representing 0.512% and 0.784% of the total paid-up share capital of Yatra India, respectively.



 




 


		(B)	The Investors desire to acquire and
                                         Yatra India agrees to issue and allot to the Investors, 68,803 Equity Shares of Yatra
                                         India of face value Rs. 10/- per share constituting approximately 1.0174% of Yatra India’s
                                         issued and paid-up Equity Share Capital after issuance of the Equity Shares as mentioned
                                         in Section 1.1 (b) hereof (“Shares”).



 


NOW THEREFORE, THE PARTIES HEREBY
AGREE AS FOLLOWS:


 


		1.	Subscription of Equity Shares of Yatra India.



 


		1.1	Issuance of Shares.



 


Subject to the terms and conditions of this Agreement
(including satisfaction of the terms specified in Section 4), the Investors agree to subscribe, and Yatra India agrees to issue,
allot and deliver to the Investors at the Closing, the Pandara Shares and the Capital18 Shares (both terms defined below) respectively,
in the manner set out below:


 


		(a)	Pandara Trust shall subscribe to 10,069 (Ten Thousand and Sixty Nine) Equity Shares of Yatra India constituting 0.149% (Zero
point One Four Nine per cent) of the Equity Share Capital post-Closing (“Pandara Shares”) for an aggregate consideration
of INR 1,90,50,548 (Indian Rupees One Crore Ninety Lacs Fifty Thousand Five Hundred and Forty Eight only) (“Pandara Consideration”)
calculated at a price of INR 1,892/- (Indian Rupees One Thousand Eight Hundred and Ninety Two only) per Share;



 


		(b)	Capital18 shall subscribe to 58,734
                                         (Fifty Eight Thousand Seven Hundred and Thirty Four) Equity Shares of Yatra India constituting
                                         approximately 0.869% (Zero point Eight Six Nine per cent) of the Equity Share Capital
                                         post-Closing (“Capital18 Shares”) for an aggregate consideration of
                                         INR 11,11,24,728/- (Indian Rupees Eleven Crore Eleven Lacs Twenty Four Thousand Seven
                                         Hundred and Twenty Eight only) (“Capital18 Consideration”) calculated
                                         at a price of INR 1,892/- (Indian Rupees One Thousand Eight Hundred and Ninety Two only)
                                         per Share;



 


For the purposes of clarity, the manner in which the
Pandara Shares and the Capital 18 Shares shall be subscribed to by Pandara Trust and Capitall8 as per Section 1.1 above has been
illustrated in the table below:


 




    2


     


    

 


	Name of
 Investor	 	Number of
 Shares	 	 	Shareholding
 percentage post
 Closing
 (approximately)	 	 	Consideration
	 	 	 	 	 	 	 	 	 
	Pandara Trust	 	 	10,069	 	 	 	0.149	 	 	INR 1,90,50,548/- (Indian 
 Rupees One Crore Ninety Lacs
 Fifty Thousand Five Hundred
 and Forty Eight only)
	 	 	 	 	 	 	 	 	 	 	 
	Capital18	 	 	58,734	 	 	 	0.869	 	 	INR 11,11,24,728/- (Indian
 Rupees Eleven Crore Eleven
 Lacs Twenty Four Thousand
 Seven Hundred and Twenty 

Eight only)



 


		1.2	Closing; Delivery.



 


		(a)	Subject to the satisfaction of the conditions set forth
in Section 4, the issuance and allotment of the Shares shall take place at the office of Yatra India, at 1101-03, 11th
Floor, Tower-B, Sector-39, Gurgaon, Haryana, India, within 3 (three) days from the date of execution of this Agreement, or at
such other time and place as Yatra India and the Investors mutually agree upon, orally or in writing (which time and place is
designated as the “Closing”).



 


		(b)	At Closing, Yatra India shall deliver to each Investor (i) an updated copy of Yatra India’s
register of members evidencing the Investors’ ownership of the Shares, and (ii) a certificate representing the Shares issued
to such Investor against payment of the Consideration therefor received by Yatra India from the Investor by wire transfer to a
bank account designated by Yatra India at an issuance price per Share of INR 1,892 (Indian Rupees One Thousand Eight Hundred and
Ninety Two only).



 


		1.3	Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this
Agreement shall be construed to have the meanings set forth or referenced below. Terms used but not defined in this Agreement shall
have the meanings ascribed to them in the Transaction Documents, as may be applicable.



 


“Accounts Date” means March 31,
2014.


 


“ANN” means Adventure and Nature
Network Private Limited, a company limited by shares incorporated in India under the provisions of the (Indian) Companies Act,
1956 and with a 50:50 ownership by Yatra India and Snow Leopard Adventures Private Limited, a company limited by shares incorporated
in India under the provisions of the (Indian) Companies Act, 1956.


  




    3


     


    

 


“Board of Directors” means the
board of directors of Yatra India from time to time.


 


“Capital18 Consideration”
shall have the meaning ascribed to it in Section 1.1 (b) of this Agreement;


 


“Capital18 Shares”
shall have the meaning ascribed to it in Section 1.1 (b) of this Agreement;


 


“Closing”
shall have the meaning ascribed to it in Section 1.2 (a) of this Agreement.


 


“Collective Warranties”
shall have the meaning ascribed to it in Section 2 of this Agreement.


 


“Company Notice”
shall have the meaning ascribed to it in Section 8.2 (e) of this Agreement.


 


“Consideration” means the aggregate
of the Pandara Consideration and the Capitall8 Consideration.


 


“Co-Sale Agreement”
means the Amended and Restated Right of First Refusal and Co-Sale Agreement entered into by and among Yatra Cayman, the Investors
and the Key Ordinary Shareholders (each as defined in such agreement), dated as of April 23, 2015, as such agreement may be amended
from time to time.


 


“Dispute”
shall have the meaning ascribed to it in Section 10.3 (b) of this Agreement.


 


“Dispute Notice”
shall have the meaning ascribed to it in Section 10.3 (b) of this Agreement.


 


“Desiya” means
Desiya Online Distribution Private Limited, a company limited by shares incorporated in India under the provisions of the (Indian)
Companies Act, 1956.


 


“Encumbrance”
means (i) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, security interest
or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any person, including
without limitation any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic
or financial effect similar to the granting of security interest under applicable law, (ii) any voting agreement, interest, option,
right of first offer, refusal or transfer restriction in favor of any person and (iii) any adverse claim as to title, possession
or use.


  




    4


     


    

  


“Equity Share Capital”
shall mean the issued, subscribed and fully paid up equity share capital of Yatra India taken on a fully diluted basis.


 


“Equity Shares”
means the equity shares of Yatra India having face value of INR 10/- (Indian Rupees Ten only) each.


 


“Financial Statements”
shall have the meaning ascribed to it in Section 2.13 (a) of this Agreement.


 


“Indebtedness”
means (a) all indebtedness for borrowed money or the deferred purchase price of property, including without limitation reimbursement
and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures
or similar instruments, and (c) all capital lease obligations.


 


“Indemnified Persons”
shall have the meaning ascribed to it in Section 10.14 (b) of this Agreement.


 


“Intech”
means Intech Hotel Solutions Private Limited, a company incorporated under the (Indian) Companies Act, 1956 as amended.


 


“Intellectual Property”
shall have the meaning ascribed to it in Section 2.8 of this Agreement.


 


“Investors’ Rights
Agreement” means the Amended and Restated Investors’ Rights Agreement, dated as of April 23, 2015, by and among,
inter alia, Yatra Cayman, the Investors and the Founders (each as defined in such agreement), as such agreement may
be amended from time to time.


 


“Key Employee”
shall have the meaning ascribed to it in Section 2.7 of this Agreement.


 


“Losses” shall
have the meaning ascribed to it in Section 10.14 (b) of this Agreement.


 


“Material Adverse
Effect” means any change, event, occurrence, condition, development or effect that, individually or in the
aggregate, (A) has had or could reasonably be expected to have a material adverse effect on the business, operations, assets
(including intangible assets), liabilities, condition (financial or otherwise), results of operations or prospects of Yatra
India and its Subsidiaries, as a whole, other than a change or occurrence: (i) ensuing from, or impacting, the economy
generally; and/or (ii) attributable to any factor/s which impact the industry and not Yatra India alone, (B) impairs, or
could reasonably be expected to impair, the validity or enforceability of this Agreement against Yatra India, (C) has, or
could reasonably be expected to have, a material and adverse effect on the ability of Yatra India to perform its obligations
under this Agreement or the transactions contemplated hereunder.


  




    5


     


    

  


“METM” means
Middle East Travel Management Company Private Limited, a company limited by shares incorporated in India under the provisions of
the (Indian) Companies Act, 1956.


 


“Pandara Consideration”
shall have the meaning ascribed to it in Section 1.1 (a) of this Agreement.


 


“Pandara Shares”
shall have the meaning ascribed to it in Section 1.1 (a) of this Agreement.


 


“Purchase Agreement”
means the Series F Preference Shares Purchase Agreement entered into by and among Yatra Cayman, Yatra India and the Investors (as
defined in such agreement), dated as of April 23, 2015, as such agreement may be amended from time to time.


 


“Shares” shall
have the meaning ascribed to it in Recital B of this Agreement.


 


“Subsidiaries”
means Intech, TSI Yatra Travelguru, Desiya and each individually is referred to as a “Subsidiary”.


 


“Swap Right”
shall have the meaning ascribed to it in Section 8.1 of this Agreement.


 


“Swap Right Exercise
Notice” shall have the meaning ascribed to it in Section 8.2 (a) of this Agreement.


 


“Travelguru”
means D. V. Travels Guru Private Limited, a company limited by shares incorporated in India under the provisions of the (Indian)
Companies Act, 1956.


 


“TSI Yatra”
means TSI Yatra Private Limited, a company incorporated under the (Indian) Companies Act, 1956, as amended.


 


“Transaction Documents”
means this Agreement executed on April 23, 2015, the Investors’ Rights Agreement, the Co-Sale Agreement, Purchase Agreement,
the Voting Agreement executed on April 23, 2015, the Yatra Cayman Articles and the Articles of Association of Yatra India.


 


“Voting Agreement”
means the Amended and Restated Voting Agreement, dated as of April 23, 2015, by and among Yatra Cayman, the Investors and the Key
Ordinary Shareholders (each as defined in such agreement), as such agreement may be amended from time to time.


  




    6


     


    

  


“Yatra Cayman Articles”
shall mean the Fifth Amended and Restated Articles of Association of Yatra Online, Inc., as it may be amended from time to time.


 


“Yatra Cyprus”
means THCL Travel Holding Cyprus Limited, a company incorporated under the laws of Cyprus.


 


“Yatra India Documents”
shall have the meaning ascribed to it in Section 2.19 (b) of this Agreement.


 


		2.	Representations and Warranties of Yatra India and
the Subsidiaries.



 


Each of Yatra India and the Subsidiaries
hereby jointly and severally represent and warrant to each Investor that the representations set forth in this Section 2 (“Collective
Warranties”) are true and complete as of the date of execution of this Agreement and shall be deemed to be repeated at
the Closing as if they were made on and as of Closing, subject to an updated Schedule of Exceptions being provided prior to the
Closing, and acknowledge that each Investor entering into this Agreement is relying on such representations. The representations
and warranties of the Subsidiaries in the Collective Warranties shall also be deemed made with respect to METM and ANN, notwithstanding
the feet that they are not Subsidiaries of Yatra India.


 


Each of the Collective Warranties
is subject to the matters indicated in the Schedule of Exceptions attached hereto as Exhibit A and as may be updated prior to the
Closing. The Schedule of Exceptions shall be arranged in sections corresponding to the numbered and lettered sections and subsections
contained in this Section 2, and the disclosures in any section or subsection of the Schedule of Exceptions shall qualify other
sections and subsections in this Section 2 to the extent such disclosure is applicable to such other sections and subsections.


 


Subject to the disclosures specifically
made in the Schedule of Exceptions, the Collective Warranties shall not be in any manner limited by any information disclosed or
made available to or received by an Investor or any representative(s) of an Investor, whether in the course of any due diligence
or otherwise. No other information relating to Yatra India and/or the Subsidiaries of which an Investor and/or its affiliates has
knowledge (actual or constructive), and no investigation by or on behalf of an Investor or any of its agents, representatives,
partners, officers, employees or advisers, shall prejudice any claim made by an Investor and/or any of its affiliates, as the case
may be, for a breach of any Collective Warranty. It shall not be a defense to any claim against Yatra India and/or the Subsidiaries
that an Investor or its affiliates, as the case may be, knew or ought to have known or had constructive knowledge of any information
relating to the circumstances giving rise to such claim.


  




    7


     


    

  


For purposes of these representations
and warranties, the phrase “to Yatra India’s and the Subsidiaries’ knowledge” shall mean the actual
knowledge of such fact, circumstance, event or other matter and knowledge that one would have after reasonable and due inquiry
of such fact, circumstance, event or other matter of the following officers of Yatra India: Dhruv Shringi and Alok Vaish.


 


		2.1.	Organization, Good Standing and Qualification. Yatra India and each of the Subsidiaries
is a private company duly incorporated and validly existing under the laws of India. Each of Yatra India and the Subsidiaries has
all requisite corporate power and authority to carry on its respective business as presently conducted and as proposed to be conducted.
Yatra India and each of the Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in
which the failure so to qualify would have a Material Adverse Effect. Except as set forth in the Schedule of Exceptions, none of
the Subsidiaries have any subsidiaries, own any controlling interest in any entity or have owned, beneficially or otherwise, any
shares or other securities of, or any direct or indirect equity or voting, ownership or other financial interest in, any entity.



  




    8


     


    

  


		2.2.	Capitalization.



 


The authorized capital of Yatra
India consists, or will consist, immediately prior to the Closing, of 10,000,000 Equity Shares of face value Rs. 10 per share,
64,58,631 shares of which are issued and paid up immediately prior to the Closing. All of the issued Equity Shares have been duly
authorized, are fully paid up and were issued in compliance with all applicable Indian laws (including any regulatory filing requirements)
as well as all requirements set forth in the Yatra India Memorandum and Articles of Association. Of such issued Equity Shares,
Yatra Cyprus and Asia Consolidated are the owners of 5,830,081 and 544,868 Equity Shares, respectively, Yatra Cayman is the holder
of 1 Equity Share (as a nominee of Yatra Cyprus) and Pandara Trust and Capital18 hold 33,067 and 50,614 Equity Shares. The authorized,
issued and paid up capital of each of the Subsidiaries is set forth in Section 2.2(a) of the Schedule of Exceptions. All of the
issued equity shares of each Subsidiary have been duly authorized, are fully paid up and were issued/acquired in compliance with
all applicable Indian laws as well as all requirements set forth in each such Subsidiary’s Memorandum and Articles of Association.
Neither Yatra India nor any of the Subsidiaries have bought back, repaid or redeemed or agreed to buy back, repay or redeem any
of their respective equity shares or otherwise reduced or agreed to reduce its share capital or purchased any of their respective
equity shares or carried out any transaction having the effect of a share buy-back or reduction of capital. Except as set forth
in the Schedule of Exceptions, there are no: (i) outstanding Encumbrances, subscriptions, options, calls, warrants or rights (whether
or not currently exercisable) to acquire any shares of Yatra India’s capital stock or the capital stock of any of the Subsidiaries
or other securities of Yatra India or any Subsidiary; (ii) outstanding securities, notes, instruments or obligations that are or
may become convertible into or exchangeable for any shares of Yatra India’s capital stock or the capital stock of any of
the Subsidiaries or other securities of Yatra India or any Subsidiary; (iii) outstanding or authorized stock appreciation, phantom
stock or similar rights with respect to the capital stock of Yatra India or the capital stock of any of the Subsidiaries; (iv)
agreements or understandings (other than this Agreement, whether or not such agreements or understandings are absolute, revocable,
contingent, conditional, oral, written, binding or otherwise) under which Yatra India or any Subsidiary is or may become obligated
to sell, transfer, exchange or issue any shares of their respective capital stock or any other securities; (v) agreements, voting
trusts, proxies or understandings with respect to the voting, or registration under the applicable securities laws of India, of
any shares of Yatra India’s capital stock or the capital stock of any of the Subsidiaries or other securities of Yatra India
or any Subsidiary; or (vi) conditions or circumstances that may give rise to or provide a basis for the assertion of a claim by
any individual or entity to the effect that such individual or entity is entitled to acquire or receive any shares of Yatra India’
s capital stock or the capital stock of any of the Subsidiaries or other securities of Yatra India or any Subsidiary.


 


		2.3.	Subsidiaries. Yatra India does not currently own or control, directly or indirectly, any interest in any other
corporation, partnership, trust, joint venture, limited liability company, association or other business entity, other than the
Subsidiaries. Neither Yatra India nor any of the Subsidiaries is a participant in any joint venture, partnership or similar arrangement.



 


		2.4.	Authorization. All corporate action on the part of Yatra India and/or the Subsidiaries, their officers, directors
and shareholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations
of Yatra India and/or the Subsidiaries hereunder and the authorization, issuance and delivery of the Shares has been taken or will
be taken prior to the Closing, and this Agreement when executed and delivered by Yatra India, shall constitute valid and legally
binding obligations of Yatra India and/or the Subsidiaries, enforceable against Yatra India and/or the Subsidiaries in accordance
with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally
or (ii) as limited by laws including laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies. The rights, preferences and privileges of the Shares are as stated in the Articles of Association of Yatra India. The
Articles of Association of Yatra India have been approved and adopted by the shareholders of Yatra India.



  




    9


     


    

  


		2.5.	Valid Issuance of Securities. The Shares, when issued and allotted in accordance with the terms hereof for the
consideration expressed herein, will be duly and validly issued, fully paid and free of any Encumbrances or restrictions on transfer
other than restrictions on transfer under this Agreement or any applicable law. Based in part upon the representations of the Investors
in Section 3 of this Agreement and subject to the provisions of Section 2.6 below, the Shares will be issued in compliance with
applicable laws.



 


		2.6.	Governmental Consents and Filings. Assuming the accuracy of the representations made by the Investors in Section
3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any state or local governmental authority is required on the part of Yatra India or any Subsidiary in connection
with the consummation of the transactions contemplated by this Agreement, except the consent, approval, order etc. and filings
to be obtained or done pursuant to the Companies Act, 1956 (Indian) or the Companies Act, 2013, as the case may be, including the
rules and regulations framed there under which shall be made as soon as reasonably practicable after the Closing date.



 


		2.7.	Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending
or, to Yatra India’s and the Subsidiaries’ knowledge, currently threatened (a) against Yatra India, any Subsidiary
or any officer or executive-level employee (including division director and vice president-level positions) of Yatra India or any
Subsidiary (each a “Key Employee”), other than those that claim solely money damages in an amount less than
INR 12,00,000 (or its equivalent in another currency), or (b) that questions the validity of this Agreement or the right of Yatra
India and/or the Subsidiaries to enter into it, or to consummate the transactions contemplated hereby or thereby. None of the matters
disclosed on Section 2.7 of the Schedule of Exceptions, if any, would reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect, or any change in the current equity ownership of Yatra India and/or the Subsidiaries
nor is Yatra India aware of any basis for any of the foregoing. To Yatra India’s and the Subsidiaries’ knowledge, there
is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to Yatra India’s and the
Subsidiaries’ knowledge, currently threatened against Yatra India or any Subsidiary or against any employee or consultant
who either alone or in concert with others develops, invents, programs or designs any Yatra India or Subsidiary Intellectual Property
(as defined below) that questions the validity of this Agreement or the right of Yatra India and/or the Subsidiaries to enter into
it, or to consummate the transactions contemplated hereby or thereby, or that would reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect, or any change in the current equity ownership of Yatra India and/or the Subsidiaries
nor is Yatra India aware of any basis for any of the foregoing. Neither Yatra India nor any Subsidiary nor, to Yatra India’s
and the Subsidiaries’ knowledge, any of their officers or directors, is a party or is named as subject to the provisions
of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit,
proceeding or investigation by Yatra India or any Subsidiary pending or which Yatra India or any Subsidiary intends to initiate
other than those that claim solely money damages in an amount less than INR 12,00,000 (or its equivalent in another currency).
The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing involving
the prior employment of any of Yatra India’s or Subsidiaries’ employees, their use in connection. with Yatra India’s
and/or the Subsidiaries’ business, or any information or techniques allegedly proprietary to any of their former employers,
or their obligations under any agreements with prior employers.



  




    10


     


    

  


		2.8.	Intellectual Property. Except as set forth
in the Schedule of Exceptions, Yatra India and the Subsidiaries own or possess sufficient legal rights (free and clear of all
liens, claims and Encumbrances) to all trademarks, service marks, tradenames, copyrights, trade secrets, licenses, information
and proprietary rights and processes, and, to Yatra India’s and the Subsidiaries’ knowledge, all patents, in each
instance, as used by it in connection with its business which represent all intellectual property rights necessary to the conduct
of Yatra India’s and/or the Subsidiaries’ business as now conducted and as presently contemplated to be conducted,
without any conflict with, or infringement of, the rights of others. The trademarks, service marks, tradenames, copyrights, trade
secrets, licenses, information and proprietary rights and processes, and patents (collectively, the “Intellectual Property”)
owned by Yatra India or any Subsidiary has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending
or, to Yatra India’s and the Subsidiaries’ knowledge, threatened claim alleging the foregoing or challenging Yatra
India’s or any Subsidiary’s rights to such Intellectual Property. Other than with respect to commercially available
software products under standard end-user object code license agreements, there are no outstanding options, licenses, or agreements
of any kind relating to Yatra India’s or any Subsidiary’s Intellectual Property, nor is Yatra India nor any Subsidiary
bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other
person or entity. Neither Yatra India nor any of the Subsidiaries has received any communications alleging that Yatra India or
any Subsidiary has infringed, misappropriated or otherwise violated or, by conducting its business, would infringe, misappropriate
or otherwise violate any of the Intellectual Property of any other person or entity nor is Yatra India aware of any basis thereof.
Yatra India is not aware that any of its or any of the Subsidiaries’ employees is obligated under any contract (including
licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court
or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of Yatra
India and/or the Subsidiaries or that would conflict with Yatra India’s and/or the Subsidiaries’ business. Neither
the execution or delivery of this Agreement, nor the carrying on of Yatra India’s and/or the Subsidiaries’ business
by the employees of Yatra India or the Subsidiaries, nor the conduct of Yatra India’s and/or the Subsidiaries’ business
as proposed, will conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under,
any contract, covenant or instrument under which Yatra India or any Subsidiary is now obligated or, to Yatra India’s and
the Subsidiaries’ knowledge, any such employee is now obligated Yatra India does not believe it is or will be necessary
to use any inventions of any of its or any Subsidiary’s employees (or persons it or any Subsidiary currently intends to
hire) made prior to their employment by Yatra India or any Subsidiary. Except as set forth on the Schedule of Exceptions, Yatra
India has not embedded any open source, copyleft or community source code in any of its products generally available or in development,
including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License or
similar license arrangement.



 




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		2.9.	Compliance with Other Instruments.



 


Neither Yatra India nor any Subsidiary
is in violation or default of any provision under any note, indenture, mortgage, lease, agreement, contract or purchase order to
which they are a party or by which they are bound or of any provision of law or regulation applicable to Yatra India or any Subsidiary,
the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby or thereby will not result in any such violation or be in conflict with or
constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment,
order, writ, decree or contract or an event which results in the creation of any lien, charge or Encumbrance upon any assets of
Yatra India or any Subsidiary.


 


The business and operations of
Yatra India and the Subsidiaries have been and are being conducted in all material respects in accordance with all applicable laws,
rules and regulations of India. Neither Yatra India nor any of the Subsidiaries is in violation or default of: (i) any provision
of their respective Memorandum and Articles of Association; (ii) any order, writ, injunction, judgment or decree of any court or
government agency or instrumentality to which Yatra India or any of the Subsidiaries is a party or by which Yatra India or any
of the Subsidiaries or their respective properties or assets are bound; (iii) any material agreement or understanding to which
Yatra India or any of the Subsidiaries are a party or by which their respective properties or assets are bound; or (iv) any material
government approvals/registrations/licenses obtained by Yatra India or the Subsidiaries to conduct their respective businesses.


 


		2.10.	Agreements: Actions.



 


		(a)	Other than (a) standard employee benefits generally made available to all employees, (b) standard
director and officer indemnification agreements approved by the Board of Directors, and (c) the purchase of Yatra India’s
and/or the Subsidiaries’ shares and the issuance of options to purchase Yatra India’s Equity Shares, in each instance,
approved by the Board of Directors, there are no agreements, understandings or proposed transactions between Yatra India or any
Subsidiary and any of their respective officers, directors, affiliates, or any affiliate thereof. Except as set forth in the Schedule
of Exceptions, neither Yatra India nor any Subsidiary has any outstanding loans or advances in excess of INR 6,00,000 to any person
other than ordinary advances for travel expenses, payments made to suppliers in the ordinary course of business, security deposits
for lease of office or retail space of office equipment or furniture, tax deducted at source and tax credits with the various tax
departments and advances given to Subsidiaries.



 




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		(b)	Except for this Agreement and as disclosed in the Schedule of Exceptions, there are no agreements,
understandings, instruments, contracts or proposed transactions to which Yatra India or any Subsidiary is a party or by which it
is bound, that involve (i) obligations (contingent or otherwise) of, or payments to, Yatra India or any Subsidiary in excess of,
INR 3,00,00,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from Yatra India or any
Subsidiary (other than with respect to commercially available software products under standard end- user object code license agreements),
(iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect
Yatra India’s or any Subsidiary’s exclusive right to develop, manufacture, assemble, distribute, market or sell its
products, or (iv) indemnification by Yatra India or any Subsidiary with respect to infringement of proprietary rights.



 


		(c)	Neither Yatra India nor any Subsidiary has (i) declared or paid any dividends, or authorized or
made any distribution upon or with respect to any class or series of its shares, (ii) incurred any Indebtedness for money borrowed
individually or in the aggregate in excess of INR 1,50,00,000, (iii) made any loans or advances in excess of INR 60,00,000 to any
person other than ordinary advances for travel expenses or security deposits for lease of office or retail space or office equipment
or furniture, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights in excess of INR 1,20,00,000 in the
aggregate.



 


		(d)	For the purposes of subsections (b) and (c) above, all Indebtedness, liabilities, agreements, understandings,
instruments, contracts and proposed transactions involving the same person or entity (including persons or entities Yatra India
has reason to believe are affiliated with that person or entity) shall be aggregated for the purposes of meeting the individual
minimum amounts of each such subsection.



 


		(e)	Yatra India and/or the Subsidiaries have not engaged in the past three months in any discussion
with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other
entity, or any individual, regarding (i) a sale of all or substantially all of Yatra India’s and/or the Subsidiaries’
assets, (ii) any merger, consolidation or other business combination transaction of Yatra India and/or the Subsidiaries with or
into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the voting
shares of Yatra India and/or the Subsidiaries outstanding immediately prior to such transaction continue to hold (either by such
shares remaining outstanding or by their being converted into voting shares of the surviving entity) a majority of the total voting
power represented by the voting shares of Yatra India and/or the Subsidiaries (or the surviving entity) outstanding immediately
after such transaction, or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person,
or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority
of the voting power of the then outstanding shares of Yatra India and/or the Subsidiaries



 




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		2.11.	No Conflict of Interest. Except as set forth in the Schedule of Exceptions, neither
Yatra India nor any Subsidiary is indebted, directly or indirectly, to any of its officers, directors, shareholders or employees
or to their respective spouses or children, in any amount whatsoever other than (i) in connection with expenses or advances of
expenses incurred in the ordinary course of business, (ii) for payment of salary for services rendered and (iii) for other standard
employee benefits made generally available to all employees. Except as set forth in the Schedule of Exceptions, none of the officers
or directors or, to Yatra India’s and the Subsidiaries’ knowledge, shareholders or employees of Yatra India or any
Subsidiary, or any members of their immediate families, is, directly or indirectly, indebted to Yatra India or any Subsidiary,
except for travel services bought from Yatra India or the Subsidiaries to be repaid in the ordinary course of business, or, to
Yatra India’s and the Subsidiaries’ knowledge, has any direct or indirect ownership interest in any firm or corporation
with which Yatra India or a Subsidiary is affiliated or with which Yatra India or a Subsidiary has a business relationship, or
any firm or corporation which competes with Yatra India and/or the Subsidiaries. None of the officers or directors or, to Yatra
India’s and the Subsidiaries’ knowledge, employees or shareholders of Yatra India or any Subsidiaries or any members
of their immediate families is, directly or indirectly, interested in any material contract with Yatra India or any Subsidiary.
Except as set forth in the Schedule of Exceptions, neither Yatra India nor any Subsidiary is a guarantor or indemnitor of any Indebtedness
of any other person, firm or corporation.



 


		2.12.	Title to Property and Assets. Except as
disclosed in the Schedule of Exceptions, Yatra India and the Subsidiaries own their property and assets free and clear of all
mortgages, deeds of trust, liens, loans and Encumbrances, except for statutory liens for the payment of current taxes that are
not yet delinquent and Encumbrances and liens that arise in the ordinary course of business and do not materially impair Yatra
India’s or such Subsidiary’s ownership or use of such property or assets. With respect to the property and assets they lease,
Yatra India and the Subsidiaries are in compliance with such leases and, to Yatra India’s and the Subsidiaries’ knowledge,
hold a valid leasehold interest free of any liens, claims or Encumbrances other than to the lessors of such property or assets.



 




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		2.13.	Financial Statements.



 


		(a)	Yatra India and Subsidiaries have
                                         made available to each Investor their audited financial statements (including balance
                                         sheet, income statement and statement of cash flows) for the fiscal year ended on the
                                         Accounts Date (collectively the “Financial Statements”) and their
                                         unaudited income statement for the nine month period ended December 31, 2014. The Financial
                                         Statements have been prepared in accordance with applicable laws and in accordance with
                                         Indian GAAP and give a true and fair view of the financial condition, assets, liabilities,
                                         results of operations, cash flows and the profits and losses of Yatra India and Subsidiaries,
                                         as of the dates, and for the periods, indicated therein (subject, in the case of the
                                         unaudited financial statements, to normal recurring year-end audit adjustments, none
                                         of which individually or in the aggregate are material). As of the Accounts Date, the
                                         Financial Statements respectively (i) make adequate provision for actual liabilities;
                                         (ii) disclose all material contingent liabilities; and (iii) make provision reasonably
                                         regarded as adequate for all bad and doubtful debts. There are no material existing liabilities,
                                         whether actual or contingent, of Yatra India or Subsidiaries, other than (A) the liabilities
                                         disclosed or provided for in the applicable Financial Statements; or (B) liabilities
                                         incurred in the ordinary and usual course of business since the Accounts Date. The total
                                         outstanding receivables of Yatra India and the Subsidiaries, as on December 31, 2014,
                                         are collectible, subject to any reserve for bad debts set forth in the Financial Statements.



 


		(b)	Since the Accounts Date, each of Yatra India and the Subsidiaries has operated it business and
its assets in the ordinary course consistent with past practice, and furthermore:



 


		(i)	None of Yatra India or Subsidiaries has entered into any transaction that was not in the ordinary
course of business.



 


		(ii)	There has been no Material Adverse Event (individually or when separate events are aggregated together)
with respect to any of Yatra India or Subsidiaries or Yatra India and Subsidiaries when taken as a whole.



 


		(iii)	Except as disclosed in Section 2.13 of the Schedule of Exceptions, none of Yatra India or Subsidiaries
has incurred any obligation or liability except obligations or liabilities incurred in the ordinary course of business that do
not exceed INR 60,00,000 individually (or the equivalent thereof in another currency) or INR 2,40,00,000 (or the equivalent thereof
in another currency) in the aggregate.



  




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		(iv)	There has been no resignation or termination of employment of any Key Employee of any of Yatra
India or Subsidiaries, and to the actual knowledge of Yatra India and Subsidiaries, there is no impending resignation or termination
of employment of any Key Employee of any of Yatra India or Subsidiaries.



 


		(v)	There has been no labor dispute, and there is no labor dispute pending, involving any of Yatra
India or Subsidiaries or any of their respective employees and, to the actual knowledge of Yatra India and Subsidiaries, none is
pending or threatened.



 


		(vi)	There has been no material change in any compensation arrangement or agreement with any Key Employee
of Yatra India or Subsidiaries.



 


		(vii)	There have been no loans or guarantees made by any of Yatra India or Subsidiaries to or for the
benefit of any person, other than travel advances and other advances made to employees in the ordinary course of business and deposits
in the ordinary course of business.



 


		(viii)	There has been no waiver by any of Yatra India or Subsidiaries of any material right or debt owing
to it.



 


		(ix)	None of Yatra India or Subsidiaries have purchased, acquired, sold, leased, granted a security
interest in, pledged, mortgaged, created a lien in, or otherwise transferred of any material asset, whether tangible or intangible,
other than the sale of inventory in the ordinary course of business and other than the creation of liens for taxes not yet due
or payable.



 


		(x)	There has been no material change to any material agreement of Yatra India or any of the Subsidiaries,
neither Yatra India nor any of the Subsidiaries have entered into or terminated a material agreement, and there have been no change
to the charter documents of any of Yatra India or Subsidiaries.



 


		(xi)	There has been no declaration, setting aside or payment of any dividend or other distribution in
respect of any of the share capital of any of Yatra India or Subsidiaries, or any direct or indirect redemption, purchase or other
acquisition of any such share capital by any of Yatra India or Subsidiaries.



 


		(xii)	None of Yatra India or Subsidiaries has incurred any Indebtedness for money borrowed.



 


		(xiii)	There has been no damage, destruction or loss, whether or not covered by insurance, materially
and adversely affecting the assets, properties, financial condition, operating results, prospects or business of any of Yatra India
or Subsidiaries (as such business is presently conducted and as it is proposed to be conducted). There has been no agreement or
commitment by any of Yatra India or Subsidiaries to conduct any of the things described in this Section 2.13(b).



  




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		(xiv)	The business of Yatra India and each of the Subsidiaries
has been carried on as a going concern in the ordinary and usual course; and



 


		(xv)	Neither the business of Yatra India nor any of the Subsidiaries has, as of the date of this Agreement, been materially and
adversely affected by the loss of any important customer.



 


		2.14.	Employee
                                         Benefit Plans. The Schedule of Exceptions sets forth all employee benefit
                                         plans maintained, established or sponsored by Yatra India and/or the Subsidiaries, or
                                         in or to which Yatra India and/or the Subsidiaries participate or contribute.



 


		2.15.	Taxes.
                                         Yatra India and the Subsidiaries have materially complied with timely filing of all tax
                                         returns and reports as required by law. These returns and reports are true, correct and
                                         complete in all material aspects and in some aspects based on judgments and interpretation
                                         of various statutes, case laws, expert opinions and management estimates. Yatra India
                                         and the Subsidiaries have timely paid all taxes and other assessments due, and in cases
                                         of delay with interest and/or appropriate penalties. Neither Yatra India nor any of the
                                         Subsidiaries have agreed to waive any statute of limitations on or extend the period
                                         for the assessment or collection of any taxes or other assessments. Except as set forth
                                         in the Schedule of Exceptions, no deficiencies for any tax have been threatened, claimed,
                                         proposed or assessed against Yatra India and/or the Subsidiaries. Except as disclosed
                                         in the Schedule of Exceptions, neither Yatra India nor any of the Subsidiaries have received
                                         any written notification from any taxing authority regarding any issues that are currently
                                         pending before the taxing authority regarding Yatra India and/or the Subsidiaries or
                                         have been raised by the taxing authority and not yet finally resolved. No tax return
                                         of Yatra India and/or the Subsidiaries is under audit or other examination, which is
                                         not an audit or examination in the usual course, by any taxing authority, nor has Yatra
                                         India and/or the Subsidiaries been notified of any request for an audit or other examination
                                         which is not an audit or examination in the usual course. No tax liens are currently
                                         in effect against any of the assets of Yatra India and/or the Subsidiaries other than
                                         liens that arise by operation of law for taxes not yet due and payable. Yatra India has
                                         properly made such deductions from all payments made or deemed to be or treated as made
                                         by it or on its behalf and made such advance payments as are required by applicable law,
                                         and have duly accounted to the income-tax authorities for all sums so deducted and for
                                         all other amounts for which it is required to account and filings with respect to the
                                         same, in so far as such filing have been made, have been duly made and completed as per
                                         applicable law. Yatra India has withheld or collected from each payment made to each
                                         of its employees the amount of all taxes required to be withheld or collected, if any,
                                         therefrom and has paid the same to the proper tax receiving officers or authorized depositaries.



 




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		2.16.	Labor
                                         Agreements and Actions. Neither
                                         Yatra India nor any Subsidiary is bound by or subject to (and none of its assets or properties
                                         is bound by or subject to) any written or oral, express or implied, contract, commitment
                                         or arrangement with any labor union, and no labor union has requested or, to Yatra India’s
                                         and the Subsidiaries’ knowledge, has sought to represent any of the employees,
                                         representatives or agents of Yatra India or any Subsidiary. There is no strike or other
                                         labor dispute involving Yatra India or Subsidiary pending, or to Yatra India’s
                                         and the Subsidiaries’ knowledge threatened, nor is Yatra India aware of any labor
                                         organization activity involving its employees or of the Subsidiaries. The employment
                                         of each officer and employee of Yatra India and the Subsidiaries is terminable at the
                                         will of Yatra India or such Subsidiary. Yatra India and each Subsidiary have complied
                                         in all material respects with all applicable laws related to employment. Neither Yatra
                                         India nor any Subsidiary is a party to or bound by any currently effective employment
                                         contract (other than standard employment agreement which do not provide for any material
                                         compensation following termination of employment), deferred compensation arrangement,
                                         bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee
                                         compensation plan or agreement. No employee of Yatra India or a Subsidiary has been granted
                                         the right to continued employment by Yatra India or a Subsidiary or to any material compensation
                                         following termination of employment with Yatra India or a Subsidiary. To Yatra India’s
                                         and the Subsidiaries’ knowledge, no employee of Yatra India or any Subsidiary,
                                         nor any consultant with whom Yatra India or a Subsidiary has contracted, is in violation
                                         of any term of any employment contract, proprietary information agreement or any other
                                         agreement relating to the right of any such individual to be employed by, or to contract
                                         with, Yatra India or a Subsidiary; and to Yatra India’s and the Subsidiaries’
                                         knowledge the continued employment by Yatra India and the Subsidiaries of their present
                                         employees, and the performance of Yatra India’s and the Subsidiaries’ contracts
                                         with its independent contractors, will not result in any such violation. Neither Yatra
                                         India nor any Subsidiary has received any notice alleging that any such violation has
                                         occurred. Yatra India is not aware that any officer, key employee or group of employees
                                         of Yatra India or a Subsidiary intends to terminate his, her or their employment with
                                         Yatra India or a Subsidiary, nor does Yatra India or any Subsidiary have a present intention
                                         to terminate the employment of any officer, key employee or group of employees. There
                                         are no actions pending, or to Yatra India’s and the Subsidiaries’ knowledge,
                                         threatened, by any former or current employee concerning such person’s employment
                                         by Yatra India or any Subsidiary.



 




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		2.17.	Confidential
                                         Information and Invention Assignment Agreements.
                                         Each employee, consultant and officer of Yatra India and the Subsidiaries
                                         has executed an agreement with Yatra India and/or the Subsidiaries regarding confidentiality
                                         and proprietary information. No such employee, officer or consultant has excluded works
                                         or inventions made prior to such person’s engagement by Yatra India or a Subsidiary
                                         from his or her assignment of investments pursuant to such person’s proprietary
                                         information and inventions agreement nor failed to affirmatively indicate in such agreement
                                         that no such works made prior to his or her engagement with Yatra India or a Subsidiary
                                         exist. Yatra India is not aware that any of its or the Subsidiaries’ employees
                                         or consultants are in violation thereof based upon the business of Yatra India and/or
                                         the Subsidiaries as currently conducted and as proposed to be conducted, and Yatra India
                                         and the Subsidiaries will use its best efforts to prevent any such violation.



 


		2.18.	Permits.
                                         Yatra India and each Subsidiary has all franchises, permits, licenses and any similar
                                         authority necessary for the conduct of its business, the lack of which could have a Material
                                         Adverse Effect, and believes it can obtain, without undue burden or expense, any similar
                                         authority for the conduct of its business as planned to be conducted. Neither Yatra India
                                         nor any Subsidiary is in default in any material respect under any of such franchises,
                                         permits, licenses or other similar authority. The consummation of the transactions contemplated
                                         under this Agreement will not result in the termination or revocation of any of the franchises,
                                         permits, licenses and any similar authority necessary for the conduct of either Yatra
                                         India’s or Subsidiaries’ business.



 


		2.19.	Corporate
Documents.



 


		(a)	The Articles of Association of Yatra India of are in
the form provided to the Investors. The copy of the minute books of Yatra India provided to the Investors contains minutes of
all meetings of directors and shareholders and all actions by written consent without a meeting by the directors and shareholders
since the date of incorporation and reflects all actions by the directors (and any committee of directors) and shareholders with
respect to all transactions referred to in such minutes accurately in all material respects.



 




    19


     


    

 


		(b)	Yatra India has provided or made available to the Investors or their counsel accurate and complete (through the date hereof)
copies of: (i) the Memorandum and Articles of Association of Yatra India and each of the Subsidiaries, including all amendments
thereto, and (ii) the statutory registers and books including the minute books and register of members of Yatra India and each
of Subsidiaries (the items described in the foregoing clauses “(i),” and “(ii)” of this Section 2.19(a)
being collectively referred to herein as the “Yatra India Documents”). The Yatra India Documents have been properly
maintained and written up to date in all material respects and contain materially accurate records of the existing shareholders
(whether legal or beneficial owners) of Yatra India and each of the Subsidiaries, all resolutions passed by the directors and the
shareholders of Yatra India and the Subsidiaries and all issuances and transfers of equity shares or other securities of Yatra
India and the Subsidiaries. There has not been any violation of any of the Yatra India Documents, and at no time has Yatra India
or any of the Subsidiaries taken any action that is inconsistent in any material respect with the Yatra India Documents. The Yatra
India Documents and other records of Yatra India and the Subsidiaries have been maintained in accordance with all applicable legal
requirements and prudent business practices and Yatra India and the Subsidiaries have been making all requisite filings with the
Registrar of Companies/Reserve Bank of India as required under applicable laws from time to time. The registered office of Yatra
India is situated at Unit No. 210/211, 2nd Floor, C-Wing, Trade World Centre, Kamala Mills, Senapati Bapat Marg, Lower Parel (W),
Mumbai-400 013, Maharashtra, India.



 


		2.20.	Executive
                                         Officers. No executive officer or person nominated to become an
                                         executive officer of Yatra India and/or the Subsidiaries (a) has been convicted in a
                                         criminal proceeding or is a named subject of a pending criminal proceeding (excluding
                                         minor traffic violations) or (b) is or has been subject to any judgment or order or the
                                         subject of any pending civil or administrative action by the Securities and Exchange
                                         Board of India or any self-regulatory organization.



 


		2.21.	Full Disclosure. Yatra India and/or the Subsidiaries have provided
the Investors with all information requested by the Investors in connection with their decision to purchase the Shares, including
all information Yatra India believes is reasonably necessary to make such investment decision. Neither this Agreement, the exhibits
hereto, nor any other document delivered by Yatra India and/or the Subsidiaries to the Investors or their attorneys or agents in
connection herewith or therewith or with the transactions contemplated hereby or thereby, contain any untrue statement of a material
fact nor, to Yatra India’s and the Subsidiaries’ knowledge, omit to state a material fact necessary in order to make
the statements contained herein or therein not misleading. To Yatra India’s and the Subsidiaries’ knowledge, there
are no facts which (individually or in the aggregate) materially adversely affect the business, assets, liabilities, financial
condition, prospects or operations of Yatra India and/or the Subsidiaries that have not been set forth in this Agreement, the exhibits
hereto, or in other documents delivered to the Investors or their attorneys or agents in connection herewith.



 


		2.22.	Entire Business. There are no material facilities, services,
assets or properties shared with any other person which are used in connection with the business of Yatra India or the Subsidiaries.



 


		2.23.	No Competing Business. None of the Founders nor any of
Yatra India’s affiliates directly or indirectly have an interest of record or beneficial interest exceeding a 5%
ownership interest (or other right to participate in the economic profits or benefits) in any business or enterprise which in any
way competes with the business of Yatra India or the Subsidiaries.



 



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		3.	Representations
and Warranties of the Investors. Each Investor hereby represents and warrants to Yatra
India as of the date of execution of this Agreement, that:



 


		3.1	Authorization.
                                         The Investor has full power and authority to enter
                                         into this Agreement. This
                                         Agreement when executed and delivered by the Investor, will constitute valid and legally
                                         binding obligations of the Investor, enforceable in accordance with the terms hereof.






 


		3.2	Subscription Entirely for Own Account.
This Agreement is made with each of the Investors in reliance upon such Investor’s representation to Yatra India, which by
the Investor’s execution of this Agreement, the Investor hereby confirms, that the Shares to be acquired by the Investor
will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to the resale
or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in,
or otherwise distributing the same. By executing this Agreement, each Investor further represents, subject to the terms of this
Agreement, that the Investor does not presently have any contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with respect to any of the Shares.



 


		3.3	Disclosure
                                         of Information. The Investor has had an opportunity
                                         to discuss Yatra India’s business, management, financial affairs and the terms
                                         and conditions of the offering of the Shares with Yatra Cayman and Yatra India’s
                                         management and has had an opportunity to review Yatra Cayman and Yatra India’s
                                         facilities. The foregoing, however, does not limit or modify the representations and
                                         warranties in Section 2 of this Agreement or the right of such Investor to rely thereon.



 


		3.4	Legends. Each certificate representing
any of the Shares now or as hereafter may be held shall be stamped or otherwise imprinted with legends substantially similar to
the following: “THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OR ANY OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE
IS SUBJECT TO THE TERMS AND CONDITIONS OF A SHARE SUBSCRIPTION CUM SHAREHOLDERS AGREEMENT DATED APRIL 23, 2015 BY AND BETWEEN THE
SHAREHOLDER AND THE PARTIES THERETO.”



 


		3.5	Exculpation Among Investors. Each
Investor is acting severally and not jointly with the other Investor in respect of this Agreement. The Investors acknowledge that
they are not relying upon any person, firm or corporation, other than the Founders, Yatra Cayman, Yatra India and their respective
officers and directors, in making their respective investments or decisions to invest in Yatra India.



 


		4.	Conditions of each Investor’s obligations at
                                                                  Closing. The obligations of each
                                                                  Investor to Yatra
India under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless
otherwise waived in writing by each Investor:






 




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		4.1	Representations and Warranties. The representations and
warranties of Yatra Cayman, Yatra India and Subsidiaries as contained in Section 2 of this Agreement shall be true and correct
when made and shall be true and correct on and as of the Closing with the same effect as though such representations and warranties
had been made on and as of the date of the Closing.



 


		4.2	Performance. Yatra India shall have performed and complied
with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied
with by it on or before the Closing.



 


		4.3	Authorization. The Parties shall have passed all necessary
corporate resolutions and shall have obtained all necessary approvals authorizing the entry into this Agreement by Yatra India
(and Yatra India shall have delivered all necessary documentary evidence to the Investors of the same) prior to the execution of
this Agreement.



 


		4.4	Compliance Certificate. The CEO of Yatra India shall
deliver to the Investors at the Closing a certificate certifying that the conditions specified in Sections 4.1, 4.2 and 4.3 have
been fulfilled.



 


		4.5	Qualifications. All authorizations, approvals, consents
or permits, if any, of any governmental authority or regulatory body or of any other persons that are required in connection with
the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and be effective as of the Closing.



 


		4.6	Delivery of documents. The secretary of Yatra India shall
deliver to each Investor at the Closing, certified true copies of resolutions of the Board of Directors and shareholders of Yatra
India (if any), approving and ratifying this Agreement and the transactions contemplated hereby.



 


		4.7	Proceedings and Documents. All corporate and other proceedings
in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory
in form and substance to the Investors, and the Investors (or their counsel) shall have received all such counterpart original
and certified or other copies of such documents as reasonably requested. Such documents may include but are not limited to (i)
the updated register of members evidencing the name of Pandara Trust and Capital 18 as the legal and beneficial owners of the Shares;
and (iii) the updated register of directors reflecting the name of all directors of Yatra India.



 


		4.8	Corporate Documents. Yatra India shall have delivered
to the Investors or their counsel copies of all corporate documents, financial statements and such other documents of Yatra India
as the Investors shall reasonably request.



 



    22


     


    

 


 


		5.	Conditions of Yatra India’s Obligations at Closing.
The obligations of Yatra India to issue Shares to each Investor under this Agreement are subject to the fulfillment by an Investor,
on or before the Closing, of each of the following conditions, unless otherwise waived in writing by Yatra India:



 


		5.1	Representations and Warranties. The representations and
warranties of the Investors subscribing to the Shares at the Closing contained in Section 3 shall be true and correct in all material
respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of
the Closing.



 


		5.2	Qualifications. All authorizations, approvals, consents
or permits, if any, of any governmental authority or regulatory body or of any other persons that are required in connection with
the subscription for Shares by any Investor pursuant to this Agreement shall be obtained and effective as of the Closing.



 


		6.	Conditions Subsequent.



 


		6.1	Delivery
                                         of Documents. Yatra India shall deliver to each Investor, within
                                         60 (Sixty) days from the Closing, the certified copies of:



 


		(a)	Form PAS-3 as required to be filed pursuant to the Rules framed under the Companies Act, 2013, duly filed with the Registrar
of Companies, Maharashtra in relation to the issuance and allotment of Shares along with a copy of the receipt for such form; and



 


		(b)	Any and all other forms or filings that maybe required to be filed with the Registrar of Companies, New Delhi under applicable
law, along with a copy of the receipt for such
form nr filing.






 


		6.2	Co-operation.
                                         The Parties agree to cooperate with each other to the fullest extent for the purposes
                                         of ensuring that the actions contemplated under this Section 6 are duly taken within
                                         the prescribed timeline.



 


		7.	Voting
Rights on Shares.



 


Votes.
Subject to Section9.1 below, each Share shall have 1 (one) vote, and the Investors shall have the benefit of such voting rights
as are available under applicable law.


 


		8.	Exit
                                         / transfer of Sharesby the Investors.



 


		8.1	Right
                                         to Swap.



 



    23


     


    

 


		(a)	The
Parties agree that the Investors shall have the right to exit Yatra India in the event of a Qualified IPO or Liquidation Transaction
(as defined in the Yatra Cayman Articles) by Yatra Cayman (or other parent entity of Yatra India), through the exercise of the
Swap Right (as defined below).



 


		(b)	In the event of a Qualified IPO or Liquidation Transaction
in Yatra Cayman (or other parent entity of Yatra India), Pandara Trust and Capital 18 are each respectively entitled to swap all
but not less than all of Equity Shares subscribed for by Pandara Trust and Capitall8 in May 2014 i.e. 33,067 Equity Shares and
50,614 Equity Shares, respectively (“Previous Shares”)
for 252,337 and 386,230 Series E Preference Shares, respectively and all but not less than all of the Shares subscribed by them
upon the terms, and subject to the conditions set forth in this Agreement in exchange for 60,480 and 3,52,801 Series F Preference
Shares, respectively (as adjusted for any share split, share dividend, share combination or consolidation, recapitalization, reclassification
or any similar event in relation to the shares of Yatra Cayman) in Yatra Cayman respectively (“Swap Right”).
The Investors shall cooperate and ensure that the Swap Right is in conformity with the applicable laws and regulations and shall
ensure that their respective Swap Right is timely exercised prior to the initial filing for such Qualified IPO or signing of the
definitive agreement for the Liquidation Transaction, such that the Series E Preference Shares and Series F Preference Shares of
Yatra Cayman issued to each Investor in fulfilment of the Swap Right, are converted into Ordinary Shares of Yatra Cayman, simultaneously
with the conversion of the Preference Shares held by the other Yatra Cayman investors/shareholders.



 


		(c)	Notwithstanding anything to the contrary contained in
Sections 8.1 (a) and (b) above, the Investors shall any time after Closing, have the right, at their option, to acquire the Swap
Shares in the manner set out in Section 8.2, below.



 


		8.2	Procedure
                                         for exercise of the Swap Right.



 


		(a)	Each
                                         Investor may issue a notice (the “Swap
                                         Right Exercise Notice”) to Yatra India and
                                         Yatra Cayman, indicating its intention to exercise its Swap Right.



 


		(b)	The
closingof the swap of shares pursuant to the exercise of the Swap Right as per the terms
of Section 8.1 above, shall, subject to the approval of the Board of Directors of Yatra India occur within 15 Business Days of
the Swap Right Exercise Notice. The Parties shall, as required, and as applicable to them, take such actions as may be required
to ensure that the issue and allotment of Series E Preference Shares and Series F Preference Shares to the Investors is in compliance
with applicable law.



 




    24


     


    

  


		(c)	If
requestedby any Investor, Yatra Cayman and Yatra India shall extend such co-operation asmay be reasonably required to
assist such Investor with applying for and obtaining any regulatory approvals required for the exercise of the Swap Right. Costs
involved in obtaining such approvals shall be borne by the requesting Investor. The Parties agree that they shall discuss and
mutually agree upon the most tax efficient manner in which to undertake the transaction involving the exercise of the Swap Right
by the Investor.



 


		(d)	At the option of Yatra Cayman, the Swap Right may be
implemented through a transfer of Previous Shares and Shares by the Investors to Yatra Cyprus or Yatra Singapore or any other affiliate
of Yatra Cayman (as may be approved by the Board of Directors of Yatra Cayman) on the condition that only such number of Series
E Preference Shares and Series F Preference of Yatra Cayman shall be issued to the Investors in consideration for such transfer
as set forth in Section 8.1 (b) above.



 


		(e)	In
                                         the event an Investor has not issued the Swap Right Exercise Notice at least 45 days
                                         prior to the effectiveness of a Qualified IPO or the closing of a Liquidation Transaction
                                         at Yatra Cayman, Yatra Cayman shall have the right to compel the Investors to exercise
                                         the Swap Right by issuing a notice thereof (“Company
                                         Notice”). The Swap Right shall be deemed
                                         to be exercised by the Investors on the date of the Company Notice, and the Investors
                                         shall transfer their Previous Shares and Shares to Yatra Cyprus or Yatra Singapore or
                                         any other affiliate of Yatra Cayman (as may be approved by the Board of Directors of
                                         Yatra Cayman), simultaneous with the issuance to the Investors of their respective entitlement
                                         of Series E Preference Shares and Series F Preference Shares. Such surrender and issuance
                                         shall be completed within 15 days of the Company Notice in the manner set out in this
                                         Section 8.2.



 


		(f)	Yatra Cayman shall ensure that at all times, there shall
be available authorized share capital for the issuance of Series E Preference Shares and Series F Preference Shares to the Investors
(or a permitted transferee thereof) upon exercise of the Swap Right.



 


		(g)	Upon the exercise of the Swap Right, the Investors agree
to become parties to the Co-Sale Agreement, Investors’ Rights Agreement and Voting Agreement and to be bound by the terms
thereof, to the extent they are not already parties thereto. The Investors also agree to make such representations as may be reasonably
requested by Yatra Cayman to comply with applicable securities laws in connection with the issuance of Series E Preference Shares
and Series F Preference Shares upon exercise of the Swap Right.



 


		8.3	Transfer
                                         of Shares.



 


The
Investors may each transfer all of their Previous Shares and Shares, provided that:


 




    25


     


    

 


		(a)	such transfer shall be in connection with a Liquidation Transaction, a Qualified IPO or a sale of shares by the investors of
Yatra Cayman pursuant to the terms of the Transaction Documents.



 


		(b)	such transfer of Previous Shares and Shares by each respective Investor shall be subject to the approval of the Board of Directors
of Yatra India (which approval shall not be unreasonably withheld or delayed), and each Investor shall be required (with regard
to itself) to provide full details of the proposed sale, including the steps and parties involved; and



 


		(c)	the transferee shall be required to enter into Deed of Adherence in the form as provided at Exhibit B to this Agreement.



 


		8.4	Tax
                                         Indemnity.



 


In the event the exercise of the Swap Right by an Investor
leads to transfer of such Previous Shares and Shares pursuant to the terms of this Agreement (or any other actions pursuant thereto)
results in any tax liability or duties to Yatra India or Yatra Cayman or other affiliate of Yatra India on account of the levy
of any withholding tax, then, Yatra India shall forthwith provide a written notice, along with documentary evidence to the relevant
Investor intimating such Investor of such tax liability or duties which have arisen on account of levy of withholding tax. Upon
receiving such written notice from Yatra India, the relevant Investor shall indemnify the amount of such withholding tax claimed,
even if such liability is incident on Yatra India or Yatra Cayman or any affiliate entity of Yatra India. Each Investor shall have
the right to compel Yatra India to, at such Investor’s cost, contest, defend and litigate the adjudication and levy of any
such withholding taxes arising from the exercise of the rights available under Section 8.2 subject to the condition that such right
to compel shall be exercised by the relevant Investor within a period of one month from the date of receipt of the written notice
(as specified in this Section 8.4) from Yatra India by the Investor. Upon the contesting of any such tax claims, refunds if any,
received by the Company shall be handed over to the relevant Investor.


 


Each Investor shall be liable to bear its own expenses
(including stamp duty expenses) in relation to and arising from the exercise of the rights available under Section 8.2 or Section
8.3 of this Agreement.


 


		9.	Other
                                         Rights and Obligations of the Investors, Yatra India and Yatra Cayman.



 


		9.1	The Investors shall exercise their voting rights arising
out of the Previous Shares and Shares in Yatra India as directed by the Board of Yatra India, provided that such directions are
in consonance with the resolutions of the board of Yatra Cayman (if any), and do not amend the terms of this Agreement in any
way.



 




    26


     


    

 


		9.2	The Investors hereby waive, to the maximum extent permitted by applicable law, any special rights they may enjoy as ‘minority
shareholders’ under applicable law.



 


		9.3	Permitted
                                         Transfers. Nothing in this Agreement shall limit the rights of an Investor
                                         to transfer the Previous Shares and/or Shares held by them to (a) its subsidiary, parent,
                                         partner, limited partner, member or shareholder of such Investor, or to any corporation
                                         or entity that is, controlling, controlled by or under common control with, the Investor
                                         or is advised by a fund manager common to such corporation or entity and the Investors,
                                         or (b) to an affiliated fund or entity, which means with respect to a limited liability
                                         company or a limited liability partnership, a fund or entity managed by the same manager
                                         or managing member or general partner or management company or by an entity controlling,
                                         controlled by, or under common control with such manager or managing member or general
                                         partner or management company, provided that (a) such transferee executes a Deed of Adherence
                                         in the form as provided at Exhibit B; and (b) in the event that such (i) subsidiary,
                                         parent, partner, limited partner, member or shareholder of such Investor, or any corporation
                                         or entity that is, controlling, controlled by or under common control with, the Investor
                                         or is advised by a fund manager common to such corporation or entity and the Investors,
                                         or (ii) an affiliated fund or entity, which means with respect to a limited liability
                                         company or a limited liability partnership, a fund or entity managed by the same manager
                                         or managing member or general partner or management company or by an entity controlling,
                                         controlled by, or under common control with such manager or managing member or general
                                         partner or management company, ceases to have such relationship with an Investor, the
                                         Investor shall ensure that the Shares are transferred back to the Investor.



 


		9.4	Any transfers, as permitted under this Agreement, other than as set out in Section 9.3 above, shall require prior approval
of the Board of Directors of Yatra India, which approval shall not be unreasonably withheld or delayed. Each Investor shall be
required (with regard to itself) to provide full details of the proposed transfer to the Board of Directors of Yatra India, including
the steps and parties involved.



 


		9.5	The Investors shall have no pre-emption rights arising out of this Agreement in respect of any further issuance of any securities
by Yatra India and the Investors hereby agree to undertake all necessary actions as may be required to waive or cause a waiver
of any pre-emption rights that they may have in relation to such further issuance of any securities by Yatra India.



 


		10.	Miscellaneous.



 


		10.1	Survival
                                         of Warranties. Unless otherwise set forth in this Agreement, the
                                         warranties, representations and covenants of Yatra India and the Investors contained
                                         in or made pursuant to this Agreement shall survive the execution and delivery of this
                                         Agreement.



 



    27


     


    

 


		10.2	Transfer;
                                         Successors and Assigns. The terms and conditions of this Agreement
                                         shall inure to the benefit of and be binding upon the respective successors and permitted
                                         assigns of the Parties. Nothing in this Agreement, express or implied, is intended to
                                         confer upon any Party other than the Parties hereto or their respective successors and
                                         permitted assigns any rights, remedies, obligations, or liabilities under or by reason
                                         of this Agreement, except as expressly provided in this Agreement. Subject to Section
                                         9.3 of this Agreement, none of the rights, privileges, or obligations set forth in, arising
                                         under, or created by this Agreement may be pledged, encumbered, assigned or transferred
                                         by either of the Investors in favour of any person without the prior consent in writing
                                         of the Board of Directors of Yatra India.



 


		10.3	Governing
                                         Law; Submission to Jurisdiction; Arbitration.



 


		(a)	This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed,
construed and interpreted in accordance with the laws of India, without giving effect to principles of conflicts of law.






 


		(b)	If any dispute, controversy or claim among the Parties arises out of or in connection with this Agreement, including the breach,
termination or invalidity hereof (“Dispute”), the Parties shall use all reasonable endeavours to negotiate with
a view to resolving the Dispute amicably. If a Party gives the other Parties notice that a Dispute has arisen (a “Dispute
Notice”) and the Parties are unable to so resolve the Dispute amicably within 15 (fifteen) days of the date of service
of the Dispute Notice (or such longer period as the Parties may mutually agree prior thereto), then the Dispute shall be referred
to and finally resolved in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time
being in force, which rules are deemed to be incorporated by reference in this clause. The venue of the arbitration shall be New
Delhi, India and each of the Parties hereby submits to the exclusive jurisdiction of the Courts of competent supervisory jurisdiction
in New Delhi. The language of the arbitration shall be English.



 


		(c)	The Parties shall bear their own legal and other costs and expenses necessary to the Dispute, which has been submitted to arbitration
in accordance with this Section 10, without prejudice to the arbitrator’s right to award costs or require any party to the
arbitration to pay the costs and expenses of another party thereto.



 


		(d)	Any arbitration proceeding hereunder shall be conducted on a confidential basis.



 


		(e)	The provisions of this Section 10.3 shall survive any termination of this Agreement for any reason.



 






    28


     


    

 


		10.4	Counterparts.
                                         This Agreement may be executed in two or more counterparts,
                                         each of which shall be deemed an original and all of which together shall constitute
                                         one instrument.



 


		10.5	Titles
                                         and Subtitles. The titles and subtitles used
                                         in this Agreement are used for convenience only and are not to be considered in construing
                                         or interpreting this Agreement.



 


		10.6	Notices.
                                         Any notice required or permitted by this Agreement
                                         shall be in writing and shall be deemed sufficient upon delivery, when delivered personally
                                         or by overnight courier or sent by email, telegram or fax, or 48 hours after being deposited
                                         as certified or registered mail, with postage prepaid, addressed to the Party at such
                                         Party’s address, email address or fax number as set forth below, or as subsequently
                                         modified by written notice.



 


	(i)	If to Yatra India, at:	(ii)	If to Yatra Cayman, at:
	 	 	 	 	 	 
	 	
        Address:
        

         
	
        1101-03,
        Tower B,

        11th
        Floor, Unitech 

Cyber Park, Sector- 

39, Gurgaon-122001
	 	
        Address:
        

         
	
        1101-03,
        Tower B,

        11th
        Floor, Unitech

        Cyber
        Park, Sector-

        39,
        Gurgaon-122001

	 	 	 	 	 	 
	 	Telephone No: 	+91 124 3395575	 	Telephone No:	+91 124 3395575
	 	 	 	 	 	 
	 	Fax number: 	+91 124 3395500	 	Fax number: 	+91 124 3395500
	 	 	 	 	 	 
	 	Attention: 	Mr. Alok Vaish	 	Attention: 	Mr. Dhruv Shringi
	 	 	 	 	 	 
	 	 	 	 	 	 
	(iii)	If to Pandara Trust, at:	(iv)	If to Capitall8, at:
	 	 	 	 
	 	Address: 	
        7B,
        7th Floor, #1,

        Commissariat
        Road,

        Bangalore
        560025,

        India
	 	
        Address:

	
        Express
        Trade

        Tower,
        Plot No. 15 & 16,

        Sector
        16A, Noida,

        Uttar
        Pradesh

	 	 	 	 	 	 
	 	Telephone No: 	+91 4043 4836	 	 	 
	 	 	 	 	 	 
	 	Email: 	contact@nishaavritra.com	 	Fax number: 	+91 11 66173955
	 	 	 	 	 	 
	 	Attention: 	Mr. Sudhir Sethi	 	Attention: 	Network l8 Legal Team


 




    29


     


    

 


		10.7	Attorney’s
Fees. If any action at law or in equity (including arbitration) is necessary to enforce
or interpret the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees, costs and
necessary disbursements in addition to any other relief to which such Party may be entitled.



 


		10.8	Amendments
                                         and Waivers. Any term of this Agreement may
                                         be amended or waived only with the written consent of Yatra India and Investors. Any
                                         amendment or waiver effected in accordance with this Section 10.8 shall be binding upon
                                         the Investors and each transferee of the Shares, each future holder of all such securities,
                                         and Yatra India.



 


		10.9	Severability.
                                         If one or more provisions of this Agreement are
                                         held to be unenforceable under applicable law, the Parties agree to renegotiate such
                                         provision in good faith. In the event that the Parties cannot reach a mutually agreeable
                                         and enforceable replacement for such provision, then (a) such provision shall be excluded
                                         from this Agreement, (b) the balance of this Agreement shall be interpreted as if such
                                         provision were so excluded and (c) the balance of this Agreement shall be enforceable
                                         in accordance with its terms.



 


		10.10	Delays
                                         or Omissions. No delay or omission to exercise
                                         any right, power or remedy accruing to any Party under this Agreement, upon any breach
                                         or default of any other Party under this Agreement, shall impair any such right, power
                                         or remedy of such non-breaching or non-defaulting Party nor shall it be construed to
                                         be a waiver of any such breach or default, or an acquiescence therein, or of or in any
                                         similar breach or default thereafter occurring; nor shall any waiver of any single breach
                                         or default be deemed a waiver of any other breach or default theretofore or thereafter
                                         occurring. Any waiver, permit, consent or approval of any kind or character on the part
                                         of any Party of any breach or default under this Agreement, or any waiver on the part
                                         of any Party of any provisions or conditions of this Agreement, must be in writing and
                                         shall be effective only to the extent specifically set forth in such writing. All remedies,
                                         either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative
                                         and not alternative.



 


		10.11	Entire
                                         Agreement. This Agreement and the documents
                                         referred to herein (including but not limited to the Transaction Documents) constitute
                                         the entire agreement between the parties hereto pertaining to the subject matter hereof,
                                         and any and all other written or oral agreements relating to the subject matter hereof
                                         existing between the parties hereto are expressly cancelled.



 



    30


     


    

 


		10.12	Confidentiality.
                                         The Investors hereby agree that, except with the
                                         prior written permission of Yatra India, they shall at all times hold in confidence and
                                         trust and not disclose any confidential information of Yatra India provided to or learned
                                         by the Investors in connection with the Investors’ rights under this Agreement.
                                         Notwithstanding the foregoing, the Investors may disclose any confidential information
                                         of Yatra India provided to or learned by the Investors in connection with such rights
                                         to the minimum extent necessary (i) to evaluate or monitor the Investors’ investment
                                         in Yatra India; (ii) as required or requested by any court or other governmental body,
                                         provided that the Investors provide Yatra India with prompt notice of such court order
                                         or requirement to Yatra India to enable Yatra India to seek a protective order or otherwise
                                         to prevent or restrict such disclosure; (iii) to the Investors’ respective agents,
                                         representatives, partners, officers, employees, advisers or legal counsel; (iv) in connection
                                         with the enforcement of this Agreement or rights under this Agreement; (v) to comply
                                         with applicable law; or (vi) to potential transferees of the Investors’ Shares
                                         or conversion shares. The provisions of this Section 10.12 shall be in addition to, and
                                         not in substitution for, the provisions of any separate nondisclosure agreement executed
                                         by the Parties hereto with respect to the transactions contemplated hereby.



 


		10.13	No Commitment
                                         for Additional Financing. Yatra India acknowledges
                                         and agrees that the Investors’ have made no representation, undertaking, commitment or
                                         agreement to provide or assist Yatra India in obtaining any financing, investment or
                                         other assistance, other than the subscription of the Shares as set forth herein and subject
                                         to the conditions set forth herein. In addition, Yatra India acknowledges and agrees
                                         that (i) no statements, whether written or oral, made by the Investors or their representatives
                                         on or after the date of this Agreement shall create an obligation, commitment or agreement
                                         to provide or assist Yatra India in obtaining any financing or investment, (ii) Yatra
                                         India shall not rely on any such statement by the Investors or their representatives
                                         and (iii) an obligation, commitment or agreement to provide or assist Yatra India in
                                         obtaining any financing or investment, may only be created by a written agreement, signed
                                         by the Investors and Yatra India, setting forth the terms and conditions of such financing
                                         or investment and stating that the Parties intend for such writing to be a binding obligation
                                         or agreement. The Investors shall have the right, in their sole and absolute discretion,
                                         to refuse or decline to participate in any other financing of or investment in Yatra
                                         India, and shall have no obligation to assist or cooperate with Yatra India in obtaining
                                         any financing, investment or other assistance.



 




    31


     


    

 


		10.14	Indemnification;
                                         Contribution. Yatra Cayman and Yatra India
                                         shall jointly and severally indemnify and defend the Investors and their shareholders,
                                         partners, members, managers, directors, officers, employees, agents, attorneys, legal
                                         counsel and affiliates (collectively, the “Indemnified Persons”)
                                         against and hold each Indemnified Person harmless from any and all liabilities, obligations,
                                         losses, damages, costs, expenses, claims, penalties, actions, judgments, disbursements
                                         of any kind or nature whatsoever, interest, fines, cleanup costs, settlements, costs
                                         of preparation and investigation, costs incurred in enforcing this indemnity and reasonable
                                         attorneys’ and legal counsel’s fees and expenses (collectively, “Losses”),
                                         that any of the Indemnified Persons may incur, suffer, sustain or become subject to arising
                                         out of, relating to, or due to (a) any material inaccuracy or breach of any of the representations
                                         and warranties of Yatra India contained in this Agreement or in any certificate delivered
                                         hereunder, or (b) the nonfulfillment or breach of any covenant, undertaking, agreement
                                         or other obligation of Yatra India contained in this Agreement or in any
                                         certificate delivered hereunder; provided that such indemnity shall not, as to any Indemnified
                                         Person, be available to the extent such Losses arise out of the gross negligence or willful
                                         misconduct of such Indemnified Person. The indemnities contained in this Section 10.14
                                         shall survive the termination of this Agreement. If the indemnification provided for
                                         in this Section 10.14 is prohibited under applicable law, rule or regulation as to an
                                         Indemnified Person, then Yatra Cayman and Yatra India, in lieu of indemnifying the Indemnified
                                         Person, will contribute to the amount paid or payable by the Indemnified Person as a
                                         result of the Losses in such proportion as is appropriate to reflect the relative fault
                                         of Yatra India, on the one hand, and of the Indemnified Person, on the other, in connection
                                         with the events or circumstances which resulted in the Losses as well as any other relevant
                                         equitable considerations.



 


The indemnification obligations of Yatra India under
this Agreement shall cease immediately upon exit of Pandara Trust by way of swap or sale of Shares.


 


		10.15	Further
                                         Assurances. Each of the Parties shall perform such further acts
                                         and execute and amend such further documents as may reasonably be necessary to carry
                                         out and give full effect to the provisions of this Agreement and the intentions of the
                                         Parties as reflected hereby.



 



    32


     


    

 


The
parties have executed this Share Subscription cum Shareholders Agreement on the date first written above.


 


	 	Yatra
    Online Private Limited
	 	 	 
	 	By:	/s/ Alok Vaish
	 	 	 
	 	Print
    Name:	Alok Vaish
	 	 	 
	 	Title:	CFO
	 	 	 
	 	Address:	 
	 	 	 
	 	1101-03,
    Tower B,
	 	11th
        Floor,Unitech Cyber Park

        Sector
        – 39, Gurgaon – 122 001

	 	 	 
	 	Yatra
    Online, Inc.
	 	 	 
	 	By:	/s/ Dhruv Shringi
	 	 	 
	 	Print
    Name:	Dhruv Shringi
	 	 	 
	 	Title:	CEO
	 	 	 
	 	Address:	 
	 	 	 
	 	1101-03,
    Tower B,
	 	11th
    Floor, Unitech Cyber Park

    Sector – 39, Gurgaon –
    122 001


 




     


     


    

 


The
parties have executed this Share Subscription cum Shareholders Agreement on the date first written above.


 


	 	IL
    & FS Trust Company Limited for Pandara

    Trust
    Scheme I
	 	Represented
    by Nishaavritra
    Investment

 Manager LLP
	 	 	 
	 	By:	/s/ Tc
Meenakshisundaram
	 	 	 
	 	Print Name:	Tc Meenakshisundaram
	 	 	 
	 	Title:	Designated Partner


 




     


     


    

 


The
parties have executed this Share Subscription cum Shareholders Agreement on the date first written above.


 


	 	Capitall8
    Fincap Private Limited
	 	 	 
	 	By:	/s/ Kshipra Jatana
	 	 	 
	 	Print Name:	 Kshipra Jatana
	 	 	 
	 	Title:	Authorised Signatory