Exhibit 4.26

 



---------------------------------------------------------------------Indian-Non   Judicial Stamp Haryana Government Non Judicial Date : 28/08/2017 Stamp Duty   Paid : (Rs. Only Penalty: (Rs Zero Only) 200 0 G0282017H1915 30084165   Certificate No GRN No. 1111 1111m111111W1111111111111111111111111 11111111   III IIHIIIIIII1 11 111 Seller I First Party Detail Name H.No/Fioor   CityNillage : Phone: Yatra Online Pvt ltd Sector/Ward : Na District :Gurugram   LandMark : State : Na Haryana Na Gurugram 9871372500 Bu er I Second Par   Detail Name : H.No/Fioor : CityNillage· Phone: lnnoven Capital India pvt ltd   Na Gurugram 0 Sector/Ward : Na District : Gurugram LandMark : State : Na   Haryana Purpose : UNCONDITIONAL GUARANTEE The authenticity of this document   can be verified by scanning this QrCode Through smart phone or on the website   https://egrashry.nic.in fUncon&:_ll.ono_t en. 0a.& jcm-n:) <QXec.   ecf 0t:()Jf"nf-> uru .cvn-t f' ern fCLn.t Dm.cf{).e-twpert\   \.fo.h,_C\. O'T\.lo--c <?Y'LU.lct{Q Ont:fnt . lD-n.:ie{ -..-u:\J +e   Capa-cJ. '--to-lna._ -:l:o-\...1-<?cf cfi.a... Ctrntt'9--nnD\fe.'T\ 1 3efA   'tn('tf.n 1?., '-1 CYI 


    




 










UNCONDITIONAL   GUARANTEE This continuing unconditional guarantee ("Guarantee") is   entered into as of September 12, 2017 by 1. Yatra Online, Inc., a company   incorporated under the laws of Cayman Islands, and having its registered   office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, Grand   Cayman, KYI-1104 Cayman Islands (hereinafter referred to as the   "Guarantor" which expression shall, unless repugnant to the context   or meaning thereof, include its successors and permitted assigns). AND   lnnoVen Capital India Private Limited, a private limited company incorporated   under the Companies Act, 1956 and registered as a Non-Banking Financial   Company within the meaning of the Reserve Bank of India Act, 1934 having its   registered office at 12th Floor, Express Towers, Nariman Point, Mumbai 400021   (hereinafter referred to as "lnnoVen", which expression shall,   unless it be repugnant to the subject or context thereof, include its   successors and permitted assigns). AND 2. Yatra Online Private Limited, a   company incorporated under the Companies Act, 1956 and having its registered   office at B2, 202, 2nd Floor ,Marathon lnnova, Marathon Nextgen Complex, Off.   Ganpatrao Kadam Marg, Lower Parel 0/1/), Mumbai Maharashtra, 400013and   corporate office at 1101-03, Tower B, 111 h Floor, Unitech Cyber Park,   Sector-39, Gurgaon-122001, India (hereinafter referred to as the   "Borrower" which expression shall, unless repugnant to the context   or meaning thereof, include its successors and permitted assigns). The   Guarantor and lnnoVen are hereinafter, where the context so requires,   collectively referred to as the "Parties" and individually as   "Party". Capitalized terms used but not otherwise defined herein   shall have the meanings ascribed to them in the Term Loan Agreement (as   defined hereunder). RECITALS A. Concurrently herewith, lnnoVen and the   Borrower, are entering into that certain Term Loan Agreement dated as of September   12, 2017 (as amended, restated, or otherwise modified from time to time, the   "Term Loan Agreement") pursuant to which lnnoVen has agreed to   advance a term loan of INR 495,000,000 (Rupees Four Hundred and Ninety Five   Million only) ("Term Loan"), subject to the terms and conditions   set forth therein. B. In consideration of the agreement of lnnoVen to make   the Term Loan to Borrower under the Term Loan Agreement, Guarantor is willing   to guarantee the full payment and performance by Borrower of all of its   obligations thereunder and under the other Loan Documents, all as further set   forth herein. I I 


    




 










C. The   Guarantor holds directly and indirectly, 100% of the issued and paid-up share   capital of the Borrower. Now, THEREFORE, in order for lnnoVen to enter into   the Term Loan Agreement, and for other good and valuable consideration, the   receipt and adequacy of which are hereby acknowledged, and intending to be   legally bound, Guarantor hereby represents, warrants, covenants and agrees as   follows: Section 1. Guarantee. (a) Unconditional Guarantee of Payment. In   consideration of the foregoing, Guarantor hereby irrevocably, absolutely and   unconditionally guarantees to lnnoVen, the prompt and complete payment and   performance when due (whether at stated maturity, by acceleration or   otherwise) of all Obligations of the Borrower. Guarantor agrees that it shall   execute such other documents or agreements and take such action as lnnoVen   shall reasonably request to effect the purposes of this Guarantee. (b)   Independent Obligation: The Guarantor shall without prejudice to the other   provisions contained herein, as primary obligor and not merely as surety, on   a full indemnity basis, indemnify lnnoVen as a result of the whole or any of   the Obligations being or becoming void, voidable, unenforceable or   ineffective as against the Borrower for any reason whatsoever irrespective of   whether such reason or any related fact or circumstance was known or ought to   have been known to lnnoVen or any of its officers, employees, agents or   advisers. The amount of such loss shall be equal to the amount, which lnnoVen   would othery.tise have been entitled to recover from the Borrower in respect   of the Obligations. (c) The Guarantor covenants that, it shall ensure, save   as otherwise provided in this Guarantee and the other Loan Documents, that   its obligations under this Guarantee do and will rank above and prior to all   its other present and future obligations, unless the same is approved by   lnnoVen. (d) The Guarantor hereby covenants and agrees that until all the   Obligations of the Borrower under the Loan Documents are fully discharged and   performed to the reasonable satisfaction of lnnoVen, the Guarantor shall not,   without the prior written approval of lnnoVen, create or permit to subsist   any Encumbrance (save and except for securing borrowings for working capital   requirements in the ordinary course of business up to the limit as maybe   approved by lnnoVen in writing) or any type of preferential arrangement   (including retention arrangements or escrow arrangements having the effect of   granting security), in any form whatsoever on any of the Assets or (whether   voluntarily or involuntarily) sell, transfer, grant lease or otherwise   dispose of or deal with (or agree to do any of the foregoing at any future   time), all or any of the Assets. (e) The Guarantor hereby appoints and   authorizes lnnoVen, to sell or dispose off any or all assets of the Guarantor   ("Assets") in the event the Guarantor fails to make a payment to   lnnoVen towards the outstanding Obligations under this Guarantee   ("Guarantor's Obligations") within 10 days of receipt of notice   from lnnoVen to pay such amounts ("Default") and remit the sale   consideration to lnnoVen towards fulfillment of the Guarantor's Obligations.   (f) Notwithstanding anything contained in this Guarantee, in the event the   proceeds realised as a result of sale of the Assets do not satisfy the   Obligations in full, the Guarantor shall continue to be liable to lnnoVenfor   such deficiency. (g) 2 


    




 










Section 2.   Representations and Warranties. Guarantor hereby represents and warrants   that: (a) Guarantor (i) is a limited liability company duly organized,   validly existing and in good standing under the laws of Cayman Islands; (ii)   is duly qualified to do business and is in good standing in every   jurisdiction where the nature of its business requires it to be so qualified   (except where the failure to so qualify would not reasonably be expected to   have a Material Adverse Change on Guarantor's condition, financial or   otherwise, or on Guarantor's ability to pay or perform the obligations   hereunder); and (iii) has all requisite power and authority to execute and   deliver this Guarantee and to perform its obligations hereunder. (b) The   execution, delivery and performance by the Guarantor of this Guarantee (i) is   within Guarantor's powers and have been duly authorized by all necessary   action; (ii) do not contravene Guarantor's charter documents or any law or   any contractual restriction binding on or affecting the Guarantor or by which   Guarantor's property may be affected; (iii) does not require any   authorization or approval or other action by, or any notice to or filing   with, any governmental authority or any other Person under any indenture, mortgage,   deed of trust, lease, agreement or other instrument to which Guarantor is a   party or by which Guarantor or any of its property is bound, except such as   have been obtained or made; and (iv) does not result in the imposition or   creation of any Lien upon any property of Guarantor. (c) This Guarantee is a   valid and binding obligation of Guarantor, enforceable against Guarantor in   accordance with its terms, except as the enforceability thereof may be   subject to or limited by bankruptcy, insolvency, reorganization, arrangement,   moratorium or other similar laws relating to or affecting the rights of   creditors generally. (d) There is no action, suit or proceeding affecting   Guarantor or its assets, pending or threatened before any court, arbitrator,   or governmental authority, domestic or foreign, which would reasonably be   expected to have a Material Adverse Change on the ability of Guarantor to   perform its obligations under this Guarantee. (e) Guarantor's obligations   hereunder are not subject to any offset or defense against lnnoVen or   Borrower of any kind. The financial statements of the Guarantor for the   Financial year 2017 (audited), copies of which have been furnished to   lnnoVen, fairly present the financial position and results of operations for   the Guarantor for the dates and periods purported to be covered thereby, all   in accordance with IFRS, and there has been no Material Adverse Change in the   financial position or operations of Guarantor since the date of such   financial statements. (f) (g) The incurrence of Guarantor's obligations under   this Guarantee will not cause Guarantor to (i) become insolvent; (ii) be left   with unreasonably small capital for any business or transaction in which   Guarantor is presently engaged or plans to be engaged; or (iii) be unable to   pay its debts as such debts mature. (h) No order has been made, petition   presented, resolution passed or meeting convened for the winding up (or other   process whereby the business is terminated or a substantial part of the   assets of the Guarantor or its subsidiaries are distribu d amongst its   creditors and/or shareholders or other contributories) of the Guarantor   0.'.,.ur l c 3 ,....:. <{ ""r 


    




 










and there are   no cases or proceedings under any applicable insolvency, reorganization, or   similar laws concerning the Guarantor. (i) Guarantor covenants, warrants, and   represents to lnnoVen that all representations and warranties contained in   this Guarantee shall be true at the time of Guarantor's execution of this   Guarantee, and shall continue to be true so long as this Guarantee remains in   effect. Neither the Guarantor nor any Person acting for or on behalf of the   Guarantor has made any representation, warranty, or other statement now or   later in each Loan Document executed and delivered by the Guarantor pursuant   to the Term Loan Agreement or this Guarantee and to perform its obligations   thereunder and hereunder that is incorrect in any material respect when made.   0) Section 3. General Waivers. The Guarantor hereby specifically waives: (a)   Any right to require lnnoVen to (i) proceed against Borrower or any other   Person; (ii) proceed against or exhaust any Collateral or (iii) pursue any   other remedy. lnnoVen may exercise or not exercise any right or remedy it has   against Borrower or any Collateral it holds (including the right to foreclose   by judicial or non­ judicial sale) without affecting Guarantor's liability   hereunder. (b) Any setoff, defense or counterclaim against lnnoVen. (c) Any   defense from the absence, impairment or loss of any right of reimbursement or   subrogation or any other rights against Borrower. Until Borrower's   obligations to lnnoVen have been paid, Guarantor has no right of subrogation   or reimbursement or other rights against Borrower. (d) Any right to enforce   any remedy that lnnoVen has against Borrower. (e) Any right to participate in   any Collateral held by lnnoVen. (f) Any demand for performance, notice of   non-performance or of new or additional indebtedness incurred by Borrower to   lnnoVen. Guarantor is responsible for being and keeping itself informed of   Borrower's financial condition. (g) All the rights available to the Guarantor   as surety under Sections 133, 134, 135, 139 and 141 of the Indian Contract   Act, 1872. Section 4. Reinstatement. Notwithstanding any provision of the   Term Loan Agreement to the contrary, the liability of Guarantor hereunder   shall be reinstated and revived and the rights of lnnoVen shall continue if   and to the extent that for any reason any payment by or on behalf of   Guarantor or Borrower is rescinded or must be otherwise restored by lnnoVen,   whether as a result of any proceedings in bankruptcy or reorganization or   otherwise, all as though such amount had not been 


    




 










Guarantor   agrees to indemnify and hold harmless lnnoVen from all costs and expenses   (including, without limitation, reasonable attorneys' fees) of such   litigation. To the extent any payment is rescinded or restored, Guarantor's   obligations hereunder shall be revived in full force and effect without   reduction or discharge for that payment. Section 5. No Waiver; Amendments. No   failure on the part of lnnoVen to exercise, no delay in exercising and no   course of dealing with respect to, any right hereunder shall operate as a   waiver thereof; nor shall any single or partial exercise of any right   hereunder preclude any other or further exercise thereof or the exercise of   any other right. No waiver by lnnoVen under any of the Loan Documents shall   constitute as a waiver by lnnoVen under this Guarantee. The remedies herein   provided are cumulative and not exclusive of any remedies provided by law.   This Guarantee may not be amended or modified except by written agreement   between Guarantor and lnnoVen, and no consent or waiver hereunder shall be   valid unless in writing and signed by lnnoVen. Section 6. Compromise,   Settlement and Term. (a) No renewal, extension, indulgence, change in, or   modification of any of the Obligations of Borrower from the performance of   any of the Obligations shall release or discharge Guarantor from this   Guarantee or the performance of the obligations hereunder. (b) This Guarantee   shall remain in force and effect until expiration or termination of all of   the Borrower's Obligations under the Loan Documents. The obligations of the   Guarantor under this Guarantee shall be co­ terminus with the Obligations of   the Borrower under the Loan Documents. Upon expiration, this Guarantee shall   become null and void and any claims, notices, statements and demands received   by the Guarantor after such expiration shall be ineffective hereunder whether   or not this Guarantee is returned for cancellation. Section 7. Notices. (a)   Unless otherwise provided herein, all notices or other communications to be   given shall be made in writing and by letter or facsimile transmission (save   as otherwise stated) and shall be deemed to be duly given or made, in the   case of personal delivery, when delivered; in the case of facsimile   transmission, provided that the sender has received a receipt indicating   proper transmission, when dispatched, or, in the case of a letter, ten (10)   Business Days after being deposited in the post (by registered post, with   acknowledgment due), postage prepaid, to such Party at its address or   facsimile number specified herein or at such other address or facsimile   number as such Party may hereafter specify for such purposes to the other by   notice in writing. (b) The addresses referred to above are: (i) In the case   of a notice to lnnoVen: Address: 12th Floor, Express Towers, Nariman Point,   Mumbai 40002184 Facsimile number: +91 22 6744 6565 Marked to the attention   of: Mr. Ankit Agarwal (ii) 5 


    




 










Address:   1101-03, 111 h Floor, Tower-B. Unitech Cyber Park, Sector-39, Gurgaon - 122002   Email: alok.vaish@yatra.com Facsimile: +91 124 3395500 Marked to the   attention of: Mr. Alok Vaish (c) A notice or other communication received on   a day other than a Business Day, or after business hours in the place of   receipt, shall be deemed to be given on the next following Business Day in   such place. (d) The address or facsimile numbers for serving notices can be   changed by any Party by properly serving notices on the other Parties   informing them of the changes of address. (e) In the event that a Party   refuses delivery or acceptance of a notice, request or other communication,   under this Guarantee, it shall be deemed that the notice was given upon proof   of the refused delivery, provided the same was sent in the manner specified   in this Guarantee. (f) The Guarantor acknowledges and confirms that notice,   if any, provided by lnnoVen as specified herein above, of any changes to the   terms contained herein, or under other Loan Documents, shall be treated by   the Guarantor as sufficient and reasonable notice to the Guarantor and   lnnoVen is not bound to issue any further notice of such changes to the   Guarantor. Section 8. Entire Agreement. This Guarantee constitutes and   contains the entire agreement of the Parties and supersedes any and all prior   and contemporaneous agreements, negotiations, correspondence, understandings   and communications between Guarantor and lnnoVen, whether written or oral,   respecting the subject matter hereof. Section 9. Severability. If any   provision of this Guarantee is held to be unenforceable under applicable law   for any reason, it shall be adjusted, if possible, rather than voided in   order to achieve the intent of Guarantor and lnnoVen to the extent possible.   In any event, all other provisions of this Guarantee shall be deemed valid and   enforceable to the full extent possible under applicable law. Section 10.   Subordination of Indebtedness. Any indebtedness or other obligation of   Borrower now or hereafter held by or owing to Guarantor is hereby   subordinated in time and right of payment to all obligations of Borrower to   lnnoVen ; and such indebtedness of Borrower to Guarantor is assigned to   lnnoVen as Collateral for this Guarantee, and if lnnoVen so requests   following an Event of Default under the Term Loan Agreement, shall be   collected, enforced and received by Guarantor in trust for lnnoVen and to be   paid over to lnnoVen on account of the Obligations of Borrower to lnnoVen,   but without reducing or affecting in any manner the liability of Guarantor   under the other provisions of this Guarantee. Any notes now or hereafter   evidencing such indebtedness of Borrower to Guarantor shall be marked with a   legend that the same are subject to this Guarantee and shall be delivered to   lnnoVen. 6 


    




 










Section 11.   Payment of Expenses. Guarantor shall pay, promptly on demand, all Expenses   incurred by lnnoVen in defending and/or enforcing this Guarantee. For   purposes of this Section 11, "Expenses" shall mean reasonable costs   and expenses (including reasonable fees and disbursements of any law firm or   other external counsel and the allocated cost of internal legal services and   all disbursements of internal counsel) for defending and/or enforcing this   Guarantee (including those incurred in connection with appeals or proceedings   by or against Guarantor under any bankruptcy or insolvency law, including   assignments for the benefit of creditors, compositions, extensions generally   with its creditors, or proceedings seeking reorganization, arrangement, or   other relief). Section 12. Assignment. This Guarantee shall be binding upon   and inure to the benefit of Guarantor and lnnoVen and their respective   successors and assigns, except that Guarantor shall not have the right to   assign its rights hereunder or any interest herein without the prior written consent   of lnnoVen, which may be granted or withheld in lnnoVen's sole discretion.   Any such purported assignment by Guarantor without lnnoVen's written consent   shall be void. Section 13. Governing Law and Arbitration. This Guarantee   shall be governed by, and construed in accordance with, the laws of the   Republic of India. Any dispute relating to the Guarantee hereunder, or in   respect of any rights, liabilities and obligations arising out of this   Guarantee shall be resolved by arbitration by a sole arbitrator appointed by   both parties. If the parties are unable to decide on a sole arbitrator, then   each of the parties shall appoint one arbitrator, and the two arbitrators   shall, in conjunction, appoint a third arbitrator, who shall preside over the   arbitration. The arbitration proceedings shall be carried out in accordance   with the provisions laid down by the Arbitration and Conciliation Act, 1996   ("Arbitration Act") and rules framed thereunder. The place of   arbitration shall be Mumbai. The arbitration proceedings shall be conducted   in the English language. The Parties shall equally share the costs of the   arbitrator's fees, but shall bear the costs of their own legal counsel   engaged for the purposes of the arbitration. The Parties agree that the   arbitrators 7 


    




 










IN WITNESS   WHEREOF, each of the aforenamed Parties has signed and executed this   Guarantee, and all the original copies hereto, on the date first above   referred and written. 8 FoR lnnoVen ' NAME: DESIGNATION : PLACE: DATE:   GUARANTOR NAME: ALOK VAISH DESIGNATION: CFQ PLACE :GURGAON DATE: BORROWER   NAME: ALOK VAISH DESIGNATION: CFQ PLACE :GURGAON DATE: