Exhibit 10.2


Terrapin 3 Acquisition Corporation


1700 Broadway


18th Floor


New York, NY 10019


 


July 13, 2016


 


Deutsche Bank Securities Inc.


60 Wall Street, 2nd Floor


New York, New York 10005


 


Re: Deferred Discount Reduction


 


Ladies and Gentlemen:


 


Reference is made to
the following agreements:


 


(i)        the Underwriting
Agreement, dated July 16, 2014 (the “Underwriting Agreement”), between Terrapin 3 Acquisition Corporation
(the “Company”) and Deutsche Bank Securities Inc. (“Deutsche Bank”), as representative
on behalf of the several underwriters named in Schedule I thereto (the “Underwriters”); and


 


(ii)       the Business
Combination Agreement, dated as of July 13, 2016, among the Company, Yatra Online, Inc. and the other parties thereto (as may be
amended, the “Business Combination Agreement”).


 


Capitalized terms used
but not defined herein shall have the meaning set forth in the Underwriting Agreement.


 


This is to confirm
that, notwithstanding anything to the contrary set forth in the Underwriting Agreement, the Underwriters hereby agree that in the
event that the Deferred Discount becomes payable from the Trust Account upon the Company’s consummation of the transactions
contemplated by the Business Combination Agreement, such aggregate Deferred Discount shall be reduced by 50%, from $0.35 per Unit
($7,451,250 in the aggregate) to $0.175 per Unit ($3,725,625 in the aggregate).


 


Deutsche Bank represents
and warrants that it is the only party entitled to the Deferred Discount and thereby is the party authorized to agree to the aforementioned
reduction to the Deferred Discount. This letter agreement shall be null and void if the Business Combination is not consummated
in accordance with the terms of the Business Combination Agreement. This letter sets forth the entire agreement with respect to
the Deferred Discount and may only be amended by a writing signed by the Company and the Underwriters.


 


This letter 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. This letter agreement may be executed in one or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were
an original thereof.


 




     


     


    

 


If the foregoing accurately
sets forth our understanding and agreement, please sign a copy of this letter agreement in the space indicated below and return
it to us.


 


	 	TERRAPIN 3 ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Sanjay Arora
	 	Name:	Sanjay Arora
	 	Title:	Chief Executive Officer


 


	Agreed to and Acknowledged:	 
	 	 	 
	Deutsche Bank Securities Inc.	 
	 	 	 
	By:	/s/ Eric Steifman	 
	Name:	Eric Steifman	 
	Title:	Managing Director	 
	 	 	 
	By:	/s/ Mahesh Srinivasan	 
	Name:	Mahesh Srinivasan	 
	Title:	Director	 


 




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