Exhibit 10.3


 


FORFEITURE AGREEMENT


 


	Terrapin 3 Acquisition Corporation	December  16, 2016


1700 Broadway


18th Floor


New York, NY 10022


 


Yatra Online, Inc.


1101-03, Tower B


11th Floor, Unitech Cyber Park


Sector – 39, Gurgaon – 122 001


 


		Re:	Forfeiture
Agreement


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in connection with that certain Amended and Restated Business Combination Agreement, dated as of September
28, 2016 (the “Business Combination Agreement”), between Terrapin 3 Acquisition Corporation, a Delaware
corporation (the “Company”), and Yatra Online, Inc., a Cayman Islands company limited by shares (“Yatra”),
relating to the proposed business combination between the Company and Yatra.


 


This execution and delivery of this Letter
Agreement is a condition to the obligations of the Company and Yatra to consummate the transactions contemplated by the Business
Combination Agreement (the “Transactions”). In order to induce the Company and Yatra to proceed with
the consummation of the Transactions and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of Apple Orange LLC, Noyac Path LLC, Periscope, LLC, Terrapin Partners Employee Partnership 3 LLC and Terrapin
Partners Green Employee Partnership, LLC (together the “Terrapin Sponsors”), and MIHI LLC (together with
the Terrapin Sponsors, the “Sponsors”) and each of the undersigned individuals, each of whom is a director
or member of the Company’s management team (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1.          Each
Sponsor and each Insider agrees that immediately prior to the consummation of the Transactions, it or he shall surrender and forfeit
to the Company such number of shares of Class F Common Stock of the Company and such number of warrants (“Warrants”)
to purchase shares of Class A Common Stock of the Company (with each Warrant exercisable one half of a share of Class A Common
Stock) as is set forth opposite such person’s name on Exhibit A hereto. Each Sponsor and Insider hereby authorizes
the Company to take such actions as shall be necessary to evidence such surrender and forfeiture as of immediately prior to the
consummation of the Transactions.


 


2.          This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not
be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by
a written instrument executed by all parties hereto.


 


3.          No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party, except as provided above. Any purported assignment in violation of this paragraph shall be
void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement
shall be binding on the Sponsors and Insiders and their respective successors and permitted assigns to whom a Sponsor transfers
shares of the Company in compliance with this Letter Agreement. Any transfer made in contravention of this Letter Agreement shall
be null and void.


 






     


     


    

 


4.          This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submits
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waives any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


5.          This
Letter Agreement 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.


 


[Signature Pages Follow]


 




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	 	MIHI LLC
	 	 	 
	 	By:	 /s/ Duncan Murdoch
	 	 	Name: Duncan Murdoch
	 	 	Title: Vice President
	 	 
	 	By:	 /s/ Tobias Bachteler
	 	 	Name: Tobias Bachteler
	 	 	Title: Vice President
	 	 
	 	APPLE ORANGE LLC
	 	 
	 	By:	 /s/ Nathan Leight
	 	 	Name: Nathan Leight
	 	 	Title: Managing Member


 


	 	NOYAC PATH LLC
	 	 
	 	By:	 /s/ Stephen Schifrin
	 	 	Name: Stephen Schifrin
	 	 	Title: Manager
	 	 
	 	PERISCOPE, LLC
	 	 
	 	By:	 /s/ Guy Barudin
	 	 	Name: Guy Barudin
	 	 	Title: President
	 	 
	 	TERRAPIN PARTNERS EMPLOYEE

 PARTNERSHIP 3 LLC
	 	 
	 	By:	 /s/ Nathan Leight
	 	 	Name: Nathan Leight   
	 	 	Title: Managing Member
	 	 
	 	TERRAPIN PARTNERS GREEN EMPLOYEE PARTNERSHIP, LLC
	 	 
	 	By:	 /s/ Nathan Leight
	 	 	Name: Nathan Leight         
	 	 	Title: Managing Member
	 	 
	 	 /s/ Jonathan Kagan
	 	Jonathan Kagan
	 	 
	 	 /s/ George Brokaw
	 	George Brokaw
	 	 
	 	 /s/ Victor Mendelson
	 	Victor Mendelson


 






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	Acknowledged and Agreed: 	 
	 	 
	TERRAPIN 3 ACQUISITION CORPORATION	 
	 	 
	By:	 /s/ Sanjay Arora	 
	 	Name: Sanjay Arora	 
	 	Title: President	 


 


	YATRA ONLINE, INC.	 
	 	 
	By:	 /s/ Dhruv Shringi	 
	 	Name: Dhruv Shringi	 
	 	Title: Chief Executive Officer	 


 




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EXHIBIT A


 


	Name	 	Number of Shares of Class F 
Common Stock to be 
Surrendered	 	Number of Warrants to be 
Surrendered
	 	 	 	 	 
	MIHI LLC	 	105,781	 	 
	 	 	 	 	 
	APPLE ORANGE LLC	 	1,193,244	 	568,570
	 	 	 	 	 
	NOYAC PATH LLC	 	58,593	 	18,858
	 	 	 	 	 
	PERISCOPE, LLC	 	39,062	 	12,572
	 	 	 	 	 
	TERRAPIN PARTNERS EMPLOYEE PARTNERSHIP 3, LLC	 	689,664	 	 
	 	 	 	 	 
	TERRAPIN PARTNERS GREEN EMPLOYEE PARTNERSHIP, LLC	 	28,031	 	 
	 	 	 	 	 
	Jonathan Kagan	 	15,000	 	 
	 	 	 	 	 
	George Brokaw	 	15,000	 	 
	 	 	 	 	 
	Victor Mendelson	 	15,000