Exhibit
4.24


  





		CONFIDENTIAL
    & RESTRICTED



 


[***]
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively
harmful if publicly disclosed.


 


SIDE
LETTER No.2 TO THE GLOBAL AGREEMENT


 


This
Side Letter (“Side Letter”) is effective from 1 July 2020 (“Effective Date”) between Amadeus IT
Group, S.A., a Spanish company with principal offices at C/Salvador de Madariaga 1, 28027 Madrid, Spain, (“Amadeus”)
and Yatra Online Private Limited, an Indian company having its registered office at B2, 101, First Floor, Marathon Innova, Marathon
Nextgen Complex, Opp. Peninsula Corporate Park, Off. Ganpatrao Kadam Marg, Lower Parel West, Mumbai – 400013, Maharashtra, India
(“Customer”) Each a “Party” and collectively the “Parties”.


 


WHEREAS,
the Parties have executed a Global Agreement (“Agreement”) dated 1 July 2017.


 


WHEREAS,
the Parties wish to revise the Agreement, as set forth in this Side Letter.


 


NOW
THEREFORE, the Parties agree as follows:


 


	1.	The
    Term of the Agreement shall be extended until 30 June 2026.
	 	 
	2.	The
    amount of Liquidated Damages (i.e., US Dollars [***]) as mentioned and defined in Clause 3.3 (iii) of the Agreement stands
    replaced with the amount of US Dollars [***] ([***]) and such reduced amount shall be the Liquidated Damages with the
    effect from the Effective Date of this Side Letter.
	 	 
	3.	The
    following table replaces the Table 3.3 in Section 3.3 of the Agreement:


 


	Year
    of termination	 	LD
                                            Targets

    (Eligible
    Bookings)
	 	Percentage
    reduction of Liquidated Damages
	Year
    4	 	[***]	 	[***]
	Year
    5	 	[***]	 	[***]
	Year
    6	 	[***]	 	[***]
	Year
    7	 	[***]	 	[***]
	Year
    8	 	[***]	 	[***]
	Year
    9	 	[***]	 	[***]


 


	4.	Exhibits
    2, 3, 4 and 6 of the Agreement (as amended vide Side Letter 1) are deleted in their entirety and replaced with the updated Exhibits
    2, 3, 4 and 6 attached to this Side Letter and in the event of any inconsistency between the Agreement and this Side Letter 2, this
    Side Letter shall prevail.


 


Agreed
and accepted:


 


	AMADEUS
    IT GROUP, S.A.	 	Yatra
    Online Private Limited
	 	 	 	 	 
	 /s/
    Angel Gallego	 	/s/
    Dhruv Shringi 
	Signature	 	Signature
	 	 	 	 	 
	Name:	Angel
    Gallego      	 	Name:	Dhruv
    Shringi                
	 	 	 	 	 
	Title:	EVP,
    Travel Channels	 	Title:	CEO
	 	 	 	 	 
	Date:	04
    de febrero de 2021 | 9:58:54 CET	 	Date:	28
    January 2021 | 10:59:45 CET


 




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Amadeus IT Group, S.A.
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Exhibit
2


Territories,
Customer Offices and Office IDs


 


The
Agreement is valid only for the Territories and Customer Offices listed below, unless otherwise agreed by the Parties in an amendment
hereto. Modifications to Office IDs in the below Territories may be made using the form attached as Exhibit 7 (Changes to Office IDs).


 


	Territory	 	Customer
    Office Name	 	Location	 	Office
    ID
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED - ACS	 	Bengaluru	 	[***]
	India	 	ATB
    PRIVATE LIMITEDSHIMIZU CORP	 	Bengaluru	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED-ANALOG	 	Bengaluru	 	[***]
	India	 	AIR
    TRAVEL BUREAU PVT LTD-PHILLIPS	 	Bengaluru	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LTD-MU SIGMA	 	Bengaluru	 	[***]
	India	 	AIR
    TRAVEL BUREAU PVT LTD-L G SOFT INDIA	 	Bengaluru	 	[***]
	India	 	AIR
    TRAVEL BUREAU PVT LTD-BIOCON	 	Bengaluru	 	[***]
	India	 	A
    T B PRIVATE LIMITEDAIRBUS ENGINEERING	 	Bengaluru	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED-XIAOMI	 	Bengaluru	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LTD-QLIKTECH	 	Bengaluru	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LTD-SIX DEE	 	Bengaluru	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED-AWPL	 	Bengaluru	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED-SONATA	 	Bengaluru	 	[***]
	India	 	ATB
    PRIVATE LIMITED - HCL TECHNOLOGIES	 	Bengaluru	 	[***]
	India	 	ATB
    YATRA	 	Bengaluru	 	[***]
	India	 	AIR
    TRAVEL BUREAU PVT LTD-MAHINDRA	 	Bengaluru	 	[***]
	India	 	AIR
    TRAVEL BUREAU PVT LTD-MIND TREE LTD	 	Bengaluru	 	[***]
	India	 	ATB
    YATRA	 	Bengaluru	 	[***]
	India	 	ATB
    YATRA	 	Bengaluru	 	[***]
	India	 	ATB
    YATRA	 	Bengaluru	 	[***]
	India	 	ATB
    YATRA	 	Bengaluru	 	[***]
	India	 	ATB
    YATRA	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]


 




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	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Mumbai	 	[***]
	India	 	ATB
    YATRA	 	Mumbai	 	[***]
	India	 	ATB
    YATRA	 	Mumbai	 	[***]
	India	 	ATB
    YATRA	 	Mumbai	 	[***]
	India	 	ATB
    YATRA	 	Mumbai	 	[***]
	India	 	ATB
    YATRA	 	Kolkata	 	[***]
	India	 	AIR
    TRAVEL BUREAU PVT LTD - ABP PVT LTD	 	Kolkata	 	[***]
	India	 	ATB
    YATRA	 	Kolkata	 	[***]
	India	 	ATB
    PRIVATE LIMITED - NUCLEUS SOFT	 	Delhi	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Delhi	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Delhi	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED - CII	 	Delhi	 	[***]
	India	 	ATB
    PRIVATE LIMITED - HAVELLS	 	Delhi	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Delhi	 	[***]
	India	 	ATB
    YATRA	 	Delhi	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Delhi	 	[***]
	India	 	ATB
    PRIVATE LIMITED-ERNST AND YOUNG	 	Delhi	 	[***]


 




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	India	 	AIR
    TRAVEL BUREAU PVT LTD- S R F	 	Delhi	 	[***]
	India	 	ATB
    PRIVATE LIMITED - HCLCOMNET	 	Delhi	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED-BIRLA	 	Delhi	 	[***]
	India	 	ATB
    PRIVATE LIMITED - BOSTON SCIENTIFIC	 	Delhi	 	[***]
	India	 	ATB
    YATRA	 	Delhi	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED-AIRBUS	 	Delhi	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED-KPMG	 	Delhi	 	[***]
	India	 	AIR
    TRAVEL BUREAU PVT. LTD-PERNOD RICARD	 	Delhi	 	[***]
	India	 	ATB
    PRIVATE LIMITED – CPA GLOBAL	 	Delhi	 	[***]
	India	 	ATB
    PRIVATE LIMITED - VIDEOCON	 	Delhi	 	[***]
	India	 	ATB
    PRIVATE LIMITED – TECH MAHINDRA	 	Delhi	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Delhi	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED-NIIT	 	Delhi	 	[***]
	India	 	AIR
    TRAVEL BUREAU LTD(T/A ATB YATRA)	 	Delhi	 	[***]
	India	 	ATB
    YATRA	 	Delhi	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED-WAPCOS	 	Delhi	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED-SONY	 	Delhi	 	[***]
	India	 	ATB
    YATRA	 	Delhi	 	[***]
	India	 	ATB
    YATRA	 	Delhi	 	[***]
	India	 	ATB
    PRIVATE LIMITED – TECH MAHINDRA	 	Hyderabad	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED - HCL	 	Hyderabad	 	[***]
	India	 	ATB
    PRIVATE LIMITED - INFOTECH	 	Hyderabad	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED- I S B	 	Hyderabad	 	[***]
	India	 	ATB
    PRIVATE LIMITED - MYLAN	 	Hyderabad	 	[***]
	India	 	ATB
    YATRA	 	Hyderabad	 	[***]
	India	 	ATB
    YATRA	 	Hyderabad	 	[***]
	India	 	ATB
    YATRA	 	Hyderabad	 	[***]
	India	 	AIR
    TRAVEL BUREAU PVT LTD-LIFECELL INTL	 	Chennai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PVT LTD - GAMESA WING	 	Chennai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PVT LTD-TRIMBLE INFO	 	Chennai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PVT LTD-HYUNDAI MOTOR	 	Chennai	 	[***]
	India	 	ATB
    YATRA	 	Chennai	 	[***]


 




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	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Chennai	 	[***]
	India	 	ATB
    YATRA	 	Chennai	 	[***]
	India	 	ATB
    YATRA	 	Chennai	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Pune	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Pune	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Pune	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Pune	 	[***]
	India	 	ATB
    YATRA	 	Pune	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Pune	 	[***]
	India	 	AIR
    TRAVEL BUREAU PRIVATE LIMITED	 	Pune	 	[***]
	India	 	ATB
    YATRA	 	Pune	 	[***]
	India	 	ATB
    YATRA	 	Pune	 	[***]
	India	 	TSI
    YATRA PRIVATE LIMITED	 	Delhi	 	[***]
	India	 	TSI
    YATRA PRIVATE LIMITED	 	Delhi	 	[***]
	India	 	TSI
    YATRA PRIVATE LIMITED	 	Delhi	 	[***]
	India	 	TRAVEL
    SERVICES INTL.	 	Delhi	 	[***]
	India	 	TRAVEL
    SERVICES INTL.	 	Delhi	 	[***]
	India	 	TSI
    YATRA PRIVATE LIMITED	 	Delhi	 	[***]
	India	 	TSI
    YATRA PVT LTD	 	Chennai	 	[***]
	India	 	TSI
    YATRA PVT LTD	 	Chennai	 	[***]
	India	 	TSI
    YATRA PVT LTD	 	Chennai	 	[***]
	India	 	TSI
    YATRA PVT LTD	 	Chennai	 	[***]
	India	 	TSI
    YATRA PVT LTD	 	Chennai	 	[***]
	India	 	YATRA
    ONLINE PVT LTD	 	Bengaluru	 	[***]
	India	 	YATRA
    ONLINE PVT LTD	 	Mumbai	 	[***]
	India	 	YATRA
    ONLINE PVT LTD	 	Kolkata	 	[***]
	India	 	YATRA
    ONLINE PVT LTD	 	Kolkata	 	[***]
	India	 	YATRA
    ONLINE PVT LTD	 	Kolkata	 	[***]
	India	 	YATRA
    ONLINE PVT  LTD	 	Delhi	 	[***]
	India	 	YATRA
    ONLINE PVT LTD	 	Delhi	 	[***]
	India	 	YATRA
    ONLINE PVT. LTD.	 	Delhi	 	[***]
	India	 	YATRA
    ONLINE PVT LTD	 	Delhi	 	[***]
	India	 	YATRA.COM	 	Delhi	 	[***]
	India	 	YATRA
    ONLINE PVT LTD BZB TEAM	 	Delhi	 	[***]
	India	 	YATRA
    ONLINE	 	Delhi	 	[***]
	India	 	YATRA
    ONLINE PVT LTD	 	Delhi	 	[***]
	India	 	YATRA
    ONLINE PVT LTD	 	Delhi	 	[***]
	India	 	YATRA
    ONLINE PVT LTD	 	Delhi	 	[***]
	India	 	YATRA.COM	 	Delhi	 	[***]
	India	 	YATRA
    ONLINE PVT LTD	 	Delhi	 	[***]
	India	 	YATRA
    ONLINE PVT LTD	 	Delhi	 	[***]
	India	 	YATRA
    ONLINE PVT LTD	 	Delhi	 	[***]
	Singapore	 	ASIA
    CONSOLIDATED DMC PTE. LTD.	 	Singapore	 	[***]
	Thailand	 	G.M.
    TOUR & TRAVEL	 	Bangkok	 	[***]


 




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Exhibit
3


Commercials


 


	1.	Booking
    Commitments
	 	 	 
	1.1	Volume
    commitments.
	 	 
	 	(a)	Customer
    shall produce Eligible Bookings in India according to Table 1.1 below (“Annual Targets”):


 


Table
1.1


 


	Year
    5	 	Year
    6	 	Year
    7	 	Year
    8 	 	Year
    9
	[***]	 	[***]	 	[***]	 	[***]	 	[***]


 


	 	(b)	In
    case the total number of GDS net bookings by all GDS users in India during Year 5 is [***]then a proportional reduction shall
    be made to the Year 5 Annual Target. For example, if Year 5 GDS net bookings are 30% less than the net bookings in 2019, then the
    Year 5 Annual Target shall be reduced by 30%. This adjustment applies to Year 5 only.


 


	1.2	Share
    of Wallet (SOW) Commitments. Customer shall maintain the SOW commitments set forth in Table 1.2 below.


 


Table
1.2


 



	Year	 	SOW
    - Domestic Bookings for Customer Offices in India	 	SOW
    -International Bookings for Customer Offices in India	 	SOW
    - All Customer Offices
	Year
    4	 	[***]	 	[***]	 	[***]
	Year
    5	 	[***]	 	[***]	 	[***]
	Year
    6	 	[***]	 	[***]	 	[***]
	Year
    7	 	[***]	 	[***]	 	[***]
	Year
    8	 	[***]	 	[***]	 	[***]
	Year
    9	 	[***]	 	[***]	 	[***]


 


	2.	Booking
    Incentives. Amadeus will pay Customer an incentive per Eligible Booking (the “Booking Incentive”) as per Tables
    2.1 and 2.2 below:


 


Table
2.1 – India


 


	Type
    of Booking	 	Incentive
                                            per Eligible Booking

    (USD)

	Air
    India (AI) International	 	[***]
	Vistara
    (UK) Domestic and International	 	[***]
	All
    other Eligible Air Bookings (subject to Exhibit 6)	 	[***]
	Hotel	 	[***]


 


Table
2.2 - Other markets


 


	Point
    of Sale	 	Incentive
                                            per Eligible Booking

    (USD)

	Singapore
    (subject to Exhibit 6)	 	[***]
	Thailand
    (subject to Exhibit 6)	 	[***]


 




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	2.1	“Share
    of Wallet” or “SOW” means the number of Eligible Bookings during a Year / the number of all GDS bookings
    by Customer Offices during the same Year, as represented by a percentage. Bookings of content that is not available in the Amadeus
    System or that is only available in the Amadeus System shall not be included in SOW calculations.
	2.2	“Domestic”
    when used in relation to Bookings, means a Booking on a city pair where the departure city and arrival city are located within
    the same country.
	2.3	“International”
    when used in relation to Bookings, means a Booking on a city pair where the departure city and arrival city are located in different
    countries.
	2.4	Annual
    Targets are measured per Year.
	2.5	All
    Booking Incentives listed in this Exhibit are subject to the exceptions/reductions listed
	2.6	Customer
    acknowledges and agrees that as of 1 July 2020, Customer is holding an amount of $3,000,000 (three million) USD in
    advanced and unearned incentives.
	2.7	Payment
    terms/Schedule. Booking Incentives will be paid in advance once all prior advances bonuses and other upfront payment have been earned
    by Customer (“Incentive Advance”) . The Incentive Advance shall be equal to Booking Incentives earned by Customer during
    the previous quarter.
	 	 
	3.	Bonuses
    and Funds. As consideration for entering and complying with this Agreement, Amadeus shall provide Customer with the following
    bonuses and funds.
	 	 
	3.1	Product
    Fund.  During the Term, Amadeus will make a non-cash fund (“Product Fund”) available to Customer according
    to the following terms:


 


	 	(a)	The
    value of the Product Fund will be $[***]USD per Eligible Booking.
	 	(b)	The
    Product Fund may only be used to offset the charges for the Amadeus products and services listed in Exhibit 4.
	 	(c)	In
    case charges for the products and services exceed the Product Fund, then Customer shall pay the excess.
	 	(d)	If
    any amount remains in the Product Fund at the end of the Term, it will be forfeit.
	 	(e)	Under
    no circumstances will the Product Fund be paid out or advanced in cash.


 


	3.2	Search
    Fund. During the Term, Amadeus will make a non-cash fund (“Search Fund”) available to Customer according to the following
    terms:


 


	 	(a)	During
    Quarters in which SOW (for all Customer Offices) is greater than 50%, Customer shall receive a Search Fund of $[***]USD
    per Eligible Booking.
	 	(b)	During
    Quarters in which SOW (for all Customer Offices) is less than 50%, Customer shall receive a Search Fund of $[***]USD
    per Eligible Booking.
	 	(c)	The
    Search Fund may only be used to offset the charges for Master Pricer Transactions as listed in Exhibit 4.
	 	(d)	In
    case charges for Master Pricer Transactions exceed the Search Fund, then Customer shall pay the excess.
	 	(e)	The
    Search Fund must be used during the Year in which it is earned. If any amount remains in the Search Fund at the end of the Year,
    it will be forfeit.
	 	(f)	Under
    no circumstances will the Search Fund be paid out or advanced in cash.


 


	4.	Shortfall
	 	 
	4.1	For
    any Year in which the Annual Target is not met, or the SOW commitment is not achieved, all Booking Incentives for such Year shall
    be reduced by $[***]USD per Eligible Booking.
	4.2	If
    Customer fails to generate at least [***]Eligible Bookings between 1 July 2020 and 30 June 2023 or [***]Eligible Bookings
    between 1 July 2020 and 30 June 2026, then Customer shall:


 


	 	(a)	Reimburse
    to Amadeus any and all unearned advanced Incentives which Customer is holding as of 30 June 2023 and 30 June 2026, respectively;
    and
	 	(b)	Pay
    all Liquidated Damages and Interest applicable under Section 3.3(iii) of the Agreement.


 




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	5.	Incentive
    Exceptions.
	 	 
	5.1	Notwithstanding
    anything to the contrary in the Agreement, all Incentives and Eligible Booking volume calculations may be adjusted by Amadeus (i)
    where a Provider makes, or has made before the Effective Date, its content available in the System in exchange for a direct or indirect
    reduction of Amadeus booking related distribution fees or at a charge, and/or (ii) with respect to Provider content that becomes
    part of a Provider and/or Amadeus content program, and/or (iii) with respect to Provider content for which the Provider restricts
    payment of incentives, (the “Affected Content”). In any such event, Amadeus will notify Customer of the terms
    and conditions applicable to bookings of Affected Content. Such terms and conditions may include, but are not limited to, a reduction
    in Incentives or the imposition of applicable charges with respect to the Affected Content.  The Parties will discuss in
    good faith any such terms and conditions upon the Customer’s request.  Subject to the foregoing, the terms and conditions
    with respect to the Affected Content will apply upon the date stated in Amadeus’ notice, unless otherwise agreed between Amadeus
    and Customer.  If Customer chooses not to accept such terms and conditions by notifying Amadeus in writing within 30 days
    of Amadeus’ notice, then: (i) Amadeus and/or the applicable Amadeus ACO may restrict access to the Affected Content, and/or
    (ii) no Incentives will apply on such Affected Content, after, in both the instances stated at (i) and (ii), an advance written notice
    of 30 days has been served upon the Customer.   For clarification Bookings that are booked on low cost or budget Providers
    and/or via Amadeus Ticketless Access or Amadeus Light Ticketing will not qualify for Incentives unless otherwise agreed by the Parties.
    In the event that access is restricted to Affected Content which represents at least 15% of Customer’s Yearly Eligible
    Bookings, then the Annual Target shall be proportionally reduced from the time of such event. For example, if access to Provider
    X is restricted during Year 6, and if Customer’s Eligible Bookings on Provider X represented 30% of Customer’s Eligible
    Bookings during Year 5, then the Year 6 Annual Target shall be reduced by 30%, prorated from the time of the restriction until access
    to the content is restored. .
	5.2	If
    Amadeus notifies Customer that it will apply the terms of this provision, Customer may request that an international auditing firm
    such as Deloitte, Ernst & Young, KPMG or PWC or any of their affiliates (the “Auditor”) verifies Amadeus’
    compliance with this provision. Customer shall bear the cost of such audit. The Auditor will issue a report which shall be limited
    to confirming whether Amadeus meets the requirements of this provision. Amadeus will pay the cost of such audit if the report indicates
    that the requirements of this provision were not met. The Auditor will be subject to a confidentiality agreement to ensure confidentiality
    of Amadeus and its Provider’s information.
	5.3	Amadeus
    and Amadeus ACOs have programs and/or arrangements in place in certain markets as of the Effective Date with respect to certain Providers.  Such
    programs and/or arrangements will apply to the affected Customer Offices. Other programs and/or arrangements may be identified on
    Exhibit 6.  All such programs and/or arrangements are subject to change upon 30 business days’ written notice to
    the Customer.


 




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Amadeus IT Group, S.A.
	Page 8 of 12	 
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Exhibit
4


Products
and Services


 


Amadeus
and/or the applicable ACO will provide Customer Offices with the following products and services at the following charges which are exclusive
of taxes which will be added, if applicable. Products and services not listed below will be charged, if ordered, at then prevailing rates
or as otherwise agreed.


 


	 	 	Product
    Description	 	Charges
    (USD)	 	Comments
	1.1	 	Ghost
    Bookings 	 	Excess
                                            Irregular Ghost Booking generated on the Amadeus system via a Client Application will be
                                            subject to a fee of $[***]per Excess Irregular Ghost Booking.

     
	 	“Excess
                                            Irregular Ghost Booking” means any Irregular Ghost Bookings that are in excess
                                            of 1% of the number of Eligible Bookings, as measured monthly.

     

    Not
    applicable to SpiceJet Ghost Bookings.

     

    External
    Ghost Bookings generated on Amadeus via the Client Application will not be charged to the Customer

    

	 	 	 	 	 	 	 
	1.2	 	Central
    System Transactions	 	[***]
                                            Central System Transactions per Eligible Booking produced by all Customer Offices combined
                                            during a month free of charge.

     

    Central
    System Transactions above this threshold for the month will be subject to a charge of $[***]per such excess Transaction
	 	 
	 	 	 	 	 	 	 
	1.3	 	Web
    Service Transactions	 	[***]
                                            Web Service Transactions per Eligible Booking produced by all Customer Offices combined
                                            during a month free of charge

     

    Web
    Service Transactions above this threshold for the month will be subject to a charge of $[***]per such excess Transaction
	 	Waived
	 	 	 	 	 	 	 
	1.4	 	Amadeus
    Ticket Changer	 	$
                                            [***]per ticket re-issued, refunded or exchanged.

     

    [***]
    ([***]) pricing transactions per ticket reissued, refunded or exchanged (measured monthly) are free of charge.

      

    Additional
    transactions charged at $[***]per transaction
	 	 
	 	 	 	 	 	 	 
	1.5	 	Master
    Pricer Travelboard, Master Pricer Expert, Master Pricer Calendar	 	All
Master Pricer Transactions are charged at $[***]per Transaction

     
	 	Search
                                            Fund available to offset these charges

     

	 	 	 	 	 	 	 
	1.6	 	Mini
    Rules (standalone or through Master Pricer)	 	$[***]per
    Eligible Booking	 	Waived,
                                            provided the SOW commitments set forth in Exhibit 3, Section 1.2 are achieved.

     

    Usage
    of Mini Rules for non-Amadeus GDS bookings is chargeable regardless of SOW achievements.

	 	 	 	 	 	 	 
	1.7	 	Man-Days	 	Development
    services are available at a charge of $[***]per man-day	 	 


 




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Amadeus IT Group, S.A.
	Page 9 of 12	 
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Exhibit
6


Non-
Eligible Bookings and Provider Programs


 


	1.	“Non-Eligible
    Bookings” means Bookings that, unless otherwise expressly stated in this Exhibit: (a) shall not count towards any Eligible
    Booking volume calculations; and (b) for which Amadeus pays no Incentives. Non-Eligible Bookings include:


 


	 	(i)	Unproductive
    Bookings (HX, UN, NO, UC);
	 	(ii)	Passive
    Bookings and Ghost Bookings;
	 	(iii)	Non-GDS
    bookings (i.e., bookings made outside of the Amadeus System);
	 	(iv)	Bookings
    made on Provider Owned Distribution Channels that are ticketed by a Customer Office;
	 	(v)	Bookings
    of a non-air Provider that are made available in the air availability display of Amadeus Selling Platform;
	 	(vi)	Bookings
    on airlines that connect to the Amadeus System via Amadeus Ticketless Access, Amadeus Light Ticketing, a proprietary airline API
    or similar connectivity;
	 	(vii)	Bookings
    coming from Content Aggregator sources (e.g., Pyton Flight Portal);
	 	(viii)	Bookings
    of a Provider that are not processed through standard EDIFACT protocols (e.g., NDC);
	 	(ix)	Bookings
    for which Amadeus has received a claim for payment from a third party;
	 	(x)	Bookings
    that have not been paid by the relevant Provider and which have been notified to Customer within 10 days of Amadeus’ knowledge
    of the Provider’s non-payment, except where Amadeus knew in advance that a Provider would default on its payment obligations
    and Amadeus did not notify Customer of this or did not remove the Provider’s content from the Amadeus System;
	 	(xi)	Bookings
    on content not in the Amadeus System as of the Effective Date;
	 	(xii)	Bookings
    made via private booking arrangements agreed directly between travel agencies and the relevant Provider for access to specified content,
    including content that is not made generally available (e.g. private channel); and
	 	(xiii)	All
    Bookings of a Provider or specific Bookings of a Provider, as indicated in Table 1 and Table 2 below.


 


	2.	“Local
    Domestic” means an Eligible Booking sold in a Provider’s Prime Market on a city pair where the departure city and
    arrival city are located within the same country.
	3.	“Local
    International” means an Eligible Booking sold in a Provider’s Prime Market on a city pair where the departure city
    and arrival city are located in different countries.
	4.	“Passive
    Booking” means a Passive Air Booking or a Passive Hotel Booking.
	5.	“Passive
    Air Booking” means a booking originally confirmed or waitlisted outside the Amadeus System that is recreated by an Amadeus
    System user and evidenced by such status codes as, for example, PK, PL, PU or PX.
	6.	“Passive
    Hotel Booking” means a booking which contains booking information for an existing property in the Amadeus System but the
    reservation is made outside of the Amadeus System (e.g., by phone or via the internet).
	7.	“Prime
    Market” means the country where the most Bookings on a specific Provider are made through the Amadeus System.
	8.	“Regional”
    means an Eligible Booking sold in the Region where a Provider’s Prime Market is located but does not include Bookings sold
    in the Prime Market itself.
	9.	“Region”
    means any of the following regions: (i) North America; (ii) Central America and the Caribbean; (iii) Western and Central Europe;
    (iv) Middle East and Africa; (v) Eastern Europe and Central Asia; (vi) South America; (v) South and South-East Asia; (vi) North Asia;
    and (vii) Australia, New Zealand and South Pacific.


 




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Amadeus IT Group, S.A.
	Page 10 of 12	 
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Table
1


 


	Provider
    (code)	 	Provider	 	Point
    of Sale (Market)	 	Booking
    Type
	HS
    and HV	 	Hotel
    Reservation Service	 	Worldwide	 	All
	AD	 	Amadeus
    Value hotels	 	Worldwide	 	All
	WM	 	Welcomebeds	 	Worldwide	 	All
	EY	 	Totalstay	 	Worldwide	 	All
	SJ	 	Sun
    Hotels	 	Worldwide	 	All


 


Amadeus
will have the right to amend the Provider listing in Table 1, Table 2, Table 3 and Non-Eligible Bookings listed above by giving Subscriber
three (3) months’ prior written notice (the “Notice”). If Subscriber objects to any such amendment, it must
notify Amadeus no later than 60 days following the Notice, in which case Amadeus may engage in good faith discussions with Subscriber.
If such amendment is made without any changes based on such good faith negotiations, and same affects Subscriber by more than 10% in
terms of Incentive revenue under this Agreement when compared to the prior Year, then Subscriber may terminate this Agreement upon 90
days advance written notice without any obligation of paying Liquidated Damages under this Agreement, said notice to be provided to Amadeus
no later than 30 days after Amadeus’ implementation of such amendment.


 


Table
2


 


	POS
    Market	 	Provider
    Type	 	Provider
    Code	 	Provider
    Name	 	Type
    of segments
	Worldwide	 	Airline	 	N4	 	Nordwind
    Airlines	 	All
	Worldwide	 	Airline	 	L6	 	Mauritania
    Airlines	 	All
	Worldwide	 	Airline	 	5N	 	Smartavia	 	All
	Worldwide	 	Airline	 	WZ	 	Redwings	 	All
	Worldwide	 	Airline	 	VZ	 	Thai
    Vietjet Air	 	All
	Worldwide	 	Airline	 	SM	 	Air
    Cairo	 	All
	Thailand	 	Airline	 	JQ,
    3K, GK, BL	 	Jetstar
    & Affiliates	 	All
	Thailand	 	Airline	 	TG	 	Thai
    Airways	 	Domestic
	Thailand	 	Airline	 	EK	 	Emirates	 	Group
    Bookings
	Thailand	 	Airline	 	SL	 	Thai
    Lion	 	Domestic
	Thailand	 	Airline	 	WE	 	Thai
    Smile	 	Domestic
	Singapore	 	Airline	 	JQ,
    3K, GK, BL	 	Jetstar
    & Affiliates	 	All
	Singapore	 	Airline	 	EK	 	Emirates	 	Group
    Bookings
	Singapore	 	Airline	 	TZ	 	Scoot	 	All
	Singapore	 	Airline	 	TR	 	Tiger
    Air	 	All
	India	 	Airline	 	SG	 	Spicejet	 	All


 




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Amadeus IT Group, S.A.
	Page 11 of 12	 
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	2.	Notwithstanding
    anything to the contrary herein, Amadeus will pay the following incentives (or charge the indicated opt-in charge) for the indicated
    Bookings. For clarification, the following Bookings (i) are counted towards the Eligible Booking volume calculations under this Agreement
    and (ii) do not qualify for the Incentives on Exhibit 3 unless indicated otherwise in Table 3 below.


 


Table
3


 


	POS
    Market	 	Provider
    Code	 	Provider
    Name	 	Type
    of segments 	 	Incentive
    per Eligible Booking	 	Opt-in
    charge per Eligible Booking
	India,
    Singapore, Thailand	 	PK	 	Pakistan
    International	 	All	 	USD
    [***]	 	 
	India,
    Thailand	 	TR	 	Scoot
    Tigerair	 	Regional	 	USD
    [***]	 	 
	Thailand	 	ZE	 	Eastar
    Jet	 	All	 	USD
    [***]	 	 
	Thailand	 	LJ	 	JinAir	 	All	 	USD
    [***]	 	 
	Thailand	 	SL	 	Thai
    Lion	 	International	 	USD
    [***]	 	 
	Thailand	 	VJ	 	VietJet
    Air	 	All	 	USD
    [***]	 	 
	Singapore,
    Thailand	 	SG	 	Spicejet	 	All	 	USD
    [***]	 	 
	Singapore	 	VJ	 	VietJet
    Air	 	All	 	USD
    [***]	 	 
	India,
    Singapore	 	SL	 	Thai
    Lion	 	All	 	USD
    [***]	 	  
	India,
    Singapore	 	OD	 	Malindo	 	All	 	USD
    [***]	 	 


 




    	Amendment to the Global Agreement
Amadeus IT Group, S.A.
	Page 12 of 12	 
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