Exhibit 10.17


 


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.


 






     


     


    

 


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, for Yatra Online, Inc.
	 	 	 
	 	 	 
	 	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
	 	 	 
	 	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: 	/s/ [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







 


 



	 	HOLDERS OF PREFERENCE SHARES
	 	 	 
	 	 	 
	 	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:	 
	 	 	 
	 	 	 







 


 


	 	HOLDERS OF PREFERENCE SHARES
	 	 	 
	 	 	 
	 	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.