Exhibit 10.2


 


AMENDMENT TO FORWARD PURCHASE CONTRACT


 


AMENDMENT No. 1 (this “Amendment”),
dated as of December 16, 2016, to the Forward Purchase Contract (the “Agreement”), dated as of July 16, 2014,
between MIHI LLC, a Delaware limited liability company (“MIHI”), and Terrapin 3 Acquisition Corporation, a Delaware
corporation (“Terrapin”). Capitalized terms used but not defined herein shall have the meanings assigned to
such terms in the Agreement.


 


WITNESSETH:


 


WHEREAS, the parties have entered into the
Agreement;


 


WHEREAS, pursuant to that certain Amended
and Restated Business Combination Agreement, dated as of September 28, 2016, between Yatra Online, Inc. and Terrapin (the “Business
Combination Agreement”), it is a condition to the obligation of the parties under the Business Combination Agreement
that the parties hereto enter into this Amendment; and


 


WHEREAS, pursuant to and in accordance with
Section 9.8 of the Agreement, the parties wish to amend the Agreement as set forth in this Amendment.


 


NOW, THEREFORE, in consideration of the rights
and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged,
the parties agree as follows:


 


Section 1.          Amendments.


 


(a)          The
first two sentences of the introductory paragraph of the Agreement are hereby deleted in their entirety and replaced with the following
sentence:


 


“We are pleased to accept the offer
MIHI, LLC (the “Subscriber” or “you”) has made to purchase an aggregate of 2,000,000 units
(the “Units”) of Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”),
each Unit comprising one share of Class A Common Stock of the Company, par value $0.0001 per share (“Class A Common Stock”
or “Class A Share”) and one warrant to purchase one-half of one Share (“Warrant”) for an
aggregate purchase price of $20,000,000.00. The Units, Class A Shares and Warrants, collectively, are hereinafter referred to as
the “Securities”.”


 


(b)          The
number “$40,004,700.35”, which appears in Section 1 and Section 3.1 of the Agreement, is hereby deleted each time it
appears and replaced with the number “$20,000,000.00” each time it appears.


 


(c)          The
last sentence of Section 2.2.3 of the Agreement is hereby deleted in its entirety and replaced with the following sentence:


 


“The Company will reserve sufficient
Shares to permit full exercise of the Warrants.”


 






     


     


    

 


(d)          The
second sentence of Section 3.1of the Agreement is hereby amended by deleting the phrase “and the shares of Class F Common
Stock”.


 


(e)          Section
5.2 of the Agreement is hereby deleted in its entirety.


 


(f)          Section
5.3 of the Agreement is hereby amended by deleting the following in its entirety:


 


“All certificates representing the Class F Common Stock
shall have endorsed thereon legends substantially as follows:


 


‘THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE SUBSCRIBER AND MAY NOT BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP EXCEPT PURSUANT TO ITS TERMS.’”


 


Section 2.          Entire
Agreement. This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and undertakings, both written and oral, between the Seller and Purchaser with respect to the
subject matter hereof. Except as amended by this Amendment, the Agreement shall continue in full force and effect.


 


Section 3.          Severability.
If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any law or public policy,
all other terms and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated by this Amendment is not affected in any manner materially adverse to any party.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible
in an acceptable manner in order that the transactions contemplated by this Amendment are consummated as originally contemplated
to the greatest extent possible.


 


Section 4.          Counterparts.
This Amendment may be executed and delivered (including by facsimile transmission or by electronic transmission) in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same agreement.


 


Section 5.          Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed
by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the
conflict of law principles thereof.


 


[Signature Page to Follow]


 




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IN WITNESS WHEREOF, the parties have caused
this Amendment to be executed by as of the date first written above by their respective officers thereunto duly authorized.


 


	 	MIHI LLC
	 	 	 
	 	By:	/s/ Duncan Murdoch
	 	 	Name:  Duncan Murdoch
	 	 	Title: Vice President
	 	 	 
	 	By:	/s/ Tobias Bachteler
	 	 	Name:  Tobias Bachteler
	 	 	Title: Vice President
	 	 	 
	 	TERRAPIN 3 ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Sanjay Arora
	 	 	Name:  Sanjay Arora
	 	 	Title:  Chief Executive Officer