Exhibit 10.21


 





September 27, 2016


 


To each of the Shareholders of


Yatra set forth on the Signature


Pages Hereto


 


Re: Letter Agreement


 


Ladies and Gentlemen:


 


As you may be aware,
Yatra Online, Inc., a Cayman Islands exempted company limited by shares (the “Company”), intends to have its ordinary
shares (“Ordinary Shares”) commence trading on NASDAQ on or before December 19, 2016.


 


Pursuant to the Company’s
articles of association (the “Articles”), all of the preference shares of the Company may be converted into Ordinary
Shares at the option of the holder thereof. In order to facilitate the proposed listing which shall be for the benefit of the Company
and all its shareholders and recognizing the amount invested by each shareholder, each of the undersigned holders of preference
shares of the Company hereby agrees to exercise its right under the Articles to convert their preference shares into Ordinary Shares
effective immediately prior to the commencement of trading of the Ordinary Shares on NASDAQ (the “Conversion”).


 


The Company and each
of the undersigned shareholders of the Company acknowledge and agree that upon the consummation of the Conversion, the issued share
capital of the Company, as shown on the Company's register of members, will be as set forth in Exhibit A.


 


The Company and each
of the undersigned shareholders of the Company agree to do all things necessary to consummate the Conversion, including voting
such shareholder’s preference shares in favor of any resolutions necessary to approve the Conversion (whether at a shareholders’
meeting or pursuant to a written consent of shareholders).


 


This letter shall be
governed in all respects by the laws of the Cayman Islands as such laws are applied to agreements between Cayman Islands residents
entered into and performed entirely in the Cayman Islands.


 


This letter and the
Exhibits hereto and the other documents referred to herein or delivered pursuant thereto constitute the full and entire understanding
and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any
manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and
therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties,
covenants or agreements outside of this letter.


 


In the event one or
more of the provisions of this letter should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provisions of this letter, and this letter shall be construed
as if such invalid, illegal or unenforceable provision had never been contained herein.


 


This letter may be
amended or modified only upon the written consent of the Company and each of the undersigned shareholders of the Company.


 


 


[SIGNATURE PAGE TO LETTER]






     


     


    

 


Each undersigned shareholder
hereby represents and warrants to the Company as follows: (a) such shareholder has all necessary power and authority under all
applicable provisions of law to execute and deliver this letter and to carry out its provisions; (b) all action on such shareholder’s
part required for the lawful execution and delivery of this letter have been taken; and (c) upon such shareholder’s execution
and delivery, this letter will be valid and binding obligations of such shareholder, enforceable against such shareholder in accordance
with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict
the availability of equitable remedies. Each undersigned shareholder agrees to indemnify the Company for any claims, losses or
expenses incurred by the Company as a result of any of the representations of such shareholder set forth herein being untrue.


 


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


 


If the Company issues
additional Ordinary Shares or preference shares at any time between the date of this letter and the effectiveness of the Conversion
(“Additional Shares”) the Company shall ensure that the holders of such Additional Shares shall become a party to this
letter by executing and delivering a counterpart signature page hereto thereby agreeing to be bound by and subject to the terms
of this letter as an undersigned shareholders hereunder and the Company shall update Exhibit A to reflect the issuance of such
Additional Shares.


 


This letter may be
executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.


 


Sincerely,


 


 


By: /s/ Dhruv Shringi             


 


Name: Dhruv Shringi              


 


Title: CEO                                         


 


 


 


[Shareholder Signature Pages Follow]


 







     


     


    

Acknowledged and Concurred,


 


ORDINARY
SHAREHOLDERS


 


 


 


/s/ Dhruv Shringi _________________________


 


Dhruv Shringi


 


Address: ________________________________


 


________________________________________


 


 


 


 


/s/ Manish
Amin________________________


 


Manish Amin


 


Address: _________________________________


 


_________________________________________


 


 


 





 


/s/ Harshal
Shah__________________________


 


Harshal Shah


 


Address: ________________________________


 


________________________________________


 


 


 


/s/ Haresh
Chawla__________________________


 


Haresh Chawla


 


Address: _________________________________


 


_________________________________________


 


 


 





[SIGNATURE PAGE TO LETTER]


 









     


     


    

  


Acknowledged and Concurred,


 


ORDINARY
SHAREHOLDERS


 


 


 


Wortal, Inc.


 


 


 


By:
/s/ Uday Bellary ______________________


 


 


 


Print
Name: Uday Bellary_________________


 


 


 


Title:
Chairman of the Board_______________________


 


Address: ______________________________


 


______________________________________


 


 


 


 


 





[SIGNATURE PAGE TO LETTER]


 









     


     


    

Acknowledged and Concurred,


 


HOLDERS OF PREFERENCE
SHARES


 


 


 


Norwest Venture Partners
X, LP


 


By: Genesis VC Partners X, LLC,
General Partner


 


 


 


By:
/s/ Promod Haque______________________


 


 


 


Print Name: Promod Haque__________________


 


 


 


Title: Managing Partner_____________________


 


Address: ________________________________


 


________________________________________


 


 


 


 


 


Norwest Venture Partners
IX, LP


 


By: Genesis VC Partners IX, LLC,
General Partner


 


 


 


By:
/s/ Promod Haque_______________________


 


 


 


Print Name: Promod Haque____________________


 


 


 


Title: Managing Partner_____________________


 


Address: ________________________________


 


________________________________________


 


  


 





[SIGNATURE PAGE TO LETTER]


 









     


     


    

Acknowledged and Concurred,


 


HOLDERS OF PREFERENCE
SHARES


 


 


 


Vertex Asia Fund Pte. Ltd.


 


 


 


By:
/s/ Chua Joo Hock______________________


 


 


 


Print Name: Chua Joo Hock________________


 


 


 


Title:
Director______________________


 


Address: _________________________


 


_________________________________


 


 


 


[SIGNATURE PAGE TO LETTER]


 




     


     


    

Acknowledged and Concurred,


 


Rajasthan Trustee Company Pvt
Ltd A/c SME Tech Fund RVCF Trust II


 


 


 


By:
/s/ Girish Gupta________________________


 


 


 


Print Name: Girish Gupta___________________


 


 


 


Title: CEO,
Rajasthan Asset Management Co Pvt Ltd


 


Address: _________________________________


 


________________________________________


 


 


 


[SIGNATURE PAGE TO LETTER]


 




     


     


    

Acknowledged and Concurred,


 


HOLDERS OF PREFERENCE
SHARES


 


 


 


IDG Ventures India Fund II LLC.


 


 


 


By:
/s/ Gulstan Ramgockim_________________


 


 


 


Print Name: Gulstan Ramgockim____________


 


 


 


Title:
Director______________________


 


Address: _________________________


 


_________________________________


 


 


 


[SIGNATURE PAGE TO LETTER]


 




     


     


    

 





Acknowledged and Concurred,


 


HOLDERS OF PREFERENCE
SHARES


 


 


 


Reliance Capital Limited


 


 


 


By: /s/ Amit Bapna__________________


 


 


 


Print Name: Amit Bapna________________


 


 


 


Title: CFO____________________________


 


Address: _____________________________


 


_____________________________________


 


 


 


[SIGNATURE PAGE TO LETTER]


 




     


     


    

Acknowledged and Concurred,


 


HOLDERS OF PREFERENCE
SHARES AND 


 


ORDINARY SHARES


 


 


 


E-18 Limited


 


 


 


By: [illegible]_____________________


 


 


 


Print Name: CCY Management Limited_________


 


 


 


Title: Director___________________________


 


Address: _______________________________


 


_______________________________________


 


 


 


[SIGNATURE PAGE TO LETTER]


 




     


     


    

 


 


Acknowledged and Concurred,


 


HOLDERS OF PREFERENCE
SHARES


 


 


 


Intel Capital Corporation


 


 


 


By: /s/ Michael J
Scown_______________________


 


 


 


Print Name: Michael J Scown_______________


 


 


 


Title: Authorized Signatory____________________


 


Address: _________________________________


 


_________________________________________


 


 


 


 


[SIGNATURE PAGE TO LETTER]


 




     


     


    

Acknowledged and Concurred,


 


HOLDERS OF PREFERENCE
SHARES


 


 


 


Valiant Capital Master
Fund LP


 


 


 


By: /s/ Brian Miller___________________________


 


 


 


Print Name: Brian Miller__________________


 


 


 


Title: CFO_____________________________


 


 





 


Valiant Capital Partners
LP


 


 


 


By: /s/ Brian Miller____________________________


 


 


 


Print Name: Brian Miller____________________


 


 


 


Title: CFO_________________________________


 


Address: __________________________________


 


__________________________________________


 


 


 


[SIGNATURE PAGE TO LETTER]


 




     


     


    

Acknowledged and Concurred,


 


HOLDERS OF OF A RIGHT TO SWAP
ORDINARY SHARES OF YATRA ONLINE PRIVATE LIMITED FOR ORDINARY SHARES OF YATRA ONLINE, INC.


 


Capital18 Fincap Private Limited


 


 


 


By: /s/ Kshipra Jatana_________________________


 


 


 


Print Name: Kshipra Jatana_____________________


 


 


 


Title: Authorized Signatory_______________________


 


Address: _____________________________________


 


_____________________________________________


 


 


 





 


Pandara Trust Scheme I


 


 


 


By: /s/ Tc Meenakshisundaram_____________________


 


 


 


Print Name: Tc Meenakshisundaram____________


 


 


 


Title: Designated Partner_____________________


 


Address: ________________________________


 


________________________________________


 


 


 


[SIGNATURE PAGE TO LETTER]


 




     


     


    

Acknowledged and Concurred,


 


HOLDERS OF PREFERENCE
SHARES


 


 





Macquarie Corporate
Holdings Pty Limited


 


 


 


By: /s/ Glen Butler_______________________


 


 


 


Print Name: Glen Butler_____________________


 


 


 


Title: Division Director______________________


 


Address: ________________________________


 


________________________________________


 





 


 


Macquarie Corporate
Holdings Pty Limited


 


 


 





By: /s/ Angus Buckley___________________


 


 


 


Print Name: Angus Buckley__________________


 


 


 


Title: Division Director_______________________


 


Address: _________________________________


 


_________________________________________


 


 





 


[SIGNATURE PAGE TO LETTER]


 




     


     


    

 








Exhibit A*


 


	Shareholder	Ordinary
    Shares 

    Post-Conversion	Ordinary
    Shares

    Post-Reverse Stock Split**	Percentage
    Ownership
	Dhruv Shringi	1,470,000	 271,013	1.24%
	E-18 Limited	10,449,264	 1,926,454	8.78%
	Capital18 Fincap Private Limited***	3,090,543	 569,781	2.60%
	Haresh Chawla	168,000	 30,973	0.14%
	Harshal Shah	168,000	 30,973	0.14%
	IDG Ventures India Fund II LLC	5,307,377	 978,482	4.46%
	Pandara Trust Scheme I***	936,386	 172,635	0.79%
	Intel Capital Corporation 	11,810,030	 2,177,328	9.92%
	Macquarie Corporate Holdings Pty Limited	1,759,331	 324,355	1.48%
	Manish Amin	1,470,000	 271,013	1.24%
	 	 	 	 
	Norwest Venture Partners IX, LP	18,620,098	 3,432,850	15.64%
	Norwest Venture Partners X, LP	18,620,099	 3,432,850	15.64%
	Rajast Rajasthan Trustee Company Pvt Ltd A/c SME Tech Fund RVCF Trust II	1,560,145	 287,632	1.31%
	Reliance Capital Limited	16,401,744	 3,023,869	13.78%
	 	 	 	 
	 	 	 	 
	Valiant Capital Master Fund LP	12,456,049	 2,296,430	10.47%
	Valiant Capital Partners LP	11,261,211	 2,076,147	9.46%
	Vertex Asia Fund Pte. Ltd	3,268,842	 602,652	2.75%
	Wortal, Inc.	204,105	 37,629	0.17%
	Total	119,021,225	21,943,066	100.00%


 


* Does not include:
(a) Ordinary Shares issuable upon exercise of outstanding Company options; (b) Ordinary Shares issuable upon exercise of outstanding
warrants to purchase an aggregate of 46,459 post-Reverse Split Ordinary Shares held by Macquarie Corporate Holdings Pty Limited
or warrants to purchase an aggregate of 43,366 post-Reverse Split Ordinary Shares held by Silicon Valley Bank; (c) 277 post-Reverse
Split Ordinary Shares allocated but not yet issued to Matrix India Entertainment Consultants Private Limited; or (d) 1,567 post-Reverse
Split Ordinary Shares allocated but not yet issued to Salman Khan.


 


**A reverse-split on a
5.4240926 for 1 basis, with fractional shares rounded to the nearest whole share after aggregating all fractional shares held by
the applicable shareholder, is being effected by the Company. 


 


***Ordinary Shares issuable
upon swap of ordinary shares of Yatra Online Private Limited.