Exhibit 4.22



INVESTOR RIGHTS   AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is   entered into as of December 16, 2016, by and among Yatra Online, Inc., a   Cayman Islands exempted company limited by shares (the "Company"),   and the undersigned parties listed as Investors on the signature page hereto,   together with Investors to be added in an Addendum Agreement within seven (7)   business days of the date of this Agreement (each, an "Investor"   and collectively, the "Investors"). WHEREAS, Terrapin 3 Acquisition   Corporation, a Delaware corporation ("TRTL"), and certain of the   Investors (the "Or·iginal Investors") are parties to that certain   Registration Rights Agreement, dated July 16, 2014 (the "Pdor   Agreement"); WHEREAS, the Original Investors currently hold (i) shares   of Class F Common Stock, par value $0.0001 per share, of TRTL (the "TRTL   Class F Common Stock") issued by TRTL prior to the consummation of TRTL   s initial pub l ic offering and in connection with the Forward Purchase   Contract, dated as of July 16, 2014, as amended n the date hereof, by and   between TRTL and MIHl LLC (the "Amended Forward Purchase Contract )   (collectively the 'Founders' Shares' and (ii) warrants to purchase shares of   Class A Common Stock, par value $0.0001 per share, of TRTL (the "TRTL Class   A Common Stock") issued by TRTL simultaneously with the consummation of   TRTL's initial public offering (the "Sponsors' Warrants"); WHEREAS,   pursuant to the terms of the Amended Forward Purchase Contract, MIHI LLC has   agreed to purchase additional units ofthe Company (the "MIHI Unit   "),each such unit comprised of one share of TRTL Class A Common Stock   and one warrant (the "MIHI Warrants"); WHEREAS, certain Investors   hold Ordinary Shares or shares of TRTL Class A Common Stock exchangeable or   convertible into Ordinary Shares of the Company (the "Current   Shareholder Shares"); WHEREAS, the Original Investors' Founders' Shares   are convertible into Ordinary Shares of the Company pursuant to the Exchange   and Supp01t Agreement of even date herewith (the "Exchange   Agreement"), by and among, th Company Yatra USA Corp. (flk/a Terrapin 3   Acquisition Corporation), and the Original Investors (U1e Exchange Shares')   and the Original Investors are acquiring warrants exercisable for Ordinary   Shares of the Company in exchange Lor their outstanding Sponsors' Warrants   (the "New Sponsors' Warrants"), on or about the date hereof,   pursuant to that certain Amended and Restated Business Combination Agreement,   dated as of September 28, 20 I 6 by and among the Company, TRTL, T3 Parent   orp., a Delaware corporation(' TRTL Parent"), and T3 Merger Sub Corp., a   Delaware corporation and wholly­ owned subsidiary of t he TR.TL Parent, and   certain other parties thereto (as amended, the "Business Combination   Agreement"); and NY 246129805v9 


    




 










WHEREAS, the   parties to the Prior Agreement desire to terminate the Prior Agreement to   provide for the terms and conditions included herein and to include the   holders of the Current Shareholder Shares. NOW, THEREFORE, in consideration of   the mutual covenants and agreements set forth herein, and for other good and   valuable consideration, the receipt and sufficiency of which are hereby   acknowledged, the parties hereto agree as follows: 1. DEFINITIONS. The   following capitalized terms used herein have the following meanmgs:   "Addendum Agreement" is defined in Section 9.2. ''Agreement"   means this Agreement, as amended, restated, supplemented, or otherwise   modified from time to time. "Business Combination Agreement" is   defined in the preamble to this Agreement. "Business Day" means a   day other than a Saturday, Sunday or other day on which commercial banks in   New York, New York are authorized or required by law to close.   "Cessation Date" means with respect to MIHI LLC or the Terrapin   Founders, as applicable, the first date following the date hereof on which   the Ownership Percentage of MIHI LLC or the Terrapin Founders, as applicable,   is less than 5%. "Commission" means the Securities and Exchange   Commission, or any other Federal agency then administering the Securities Act   or the Exchange Act. "Company" is defined in the preamble to this   Agreement. "Contingent Dividend' means the contingent dividend declared   by the Board of Directors of the Company on September 27, 2016 pursuant to   the Contingent Dividend Resolution. "Contingent Dividend   Resolution" means the resolution attached to the Dividend Support   Agreement as Ex hibit A thereto approving the declaration of the Contingent   Dividend, its terms and conditions and the methods of payment thereof.   "Contingent Shares" means the Ordinary Shares of the Company issued   to certain Investors pursuant to the Contingent Dividend or the Dividend   Support Agreement. "Current Shareholder Shares" is defined in the   preamble to this Agreement. "Demand Registration" is defined in   Section 2.2.1. "Demand Takedown" is defined in Section 2.1.5(a).   "Dermmding Roldc•·" is defined in Section 2.2.1. 2 NY 246129805v9 


    




 










"Dividend   Support Agreement" means the Dividend Support Agreement, dated as of   September 28, 2016, by and among the Company and the shareholders of the   Company named therein. "Effectiveness Period" is defined in Section   3.1.3. "Exchange Act" means the Securities Exchange Act of 1934, as   amended, and the rules and regulations of the Commission promulgated   thereunder, all as the same shall be in effect at the time. "Exchange   Agreement" is defined in the preamble to this Agreement. "Exchange   Shares" is defined in the preamble to this Agreement. "Form   F-3" means a Registration Statement on Form F-3 or any similar   short-form registration that may be available at such time. "Forwnrd   Purchase Contract" is defined in the preamble to this Agreement.   "Founders' Shnrcs" is defined in the preamble to this Agreement.   "Founders' Shares Lock-Up Period" is defined in Section 6.1.   "Indemnified Party" is defined in Section 4.3. "Indemnifying   Party" is defined in Section 4.3. "Investor" is defined in the   preamble to this Agreement. "Investor Indemnified Paa·ty" is   defined in Section 4.1. "Macguarie Demanding Holdea·s" is defined   in Section 2.2.1. "Maximum Number of Shares" is defined in Section   2.2.4. "MIHI lJnits" is defined in the preamble to this Agreement.   "MIHI Warrants" is defined in the preamble to this Agreement.   "New Registration Statement" is defined in Section 2.1.4. "New   Sponsors' Warrants" is defined in the preamble to this Agreement.   "Nominee" is defined in 'ection 7.1.1. "Notices" is   defined in Section 9.3. "Ordinary Shares" means the ordinary   shares, par value $0.0001 per Company. 3 NY 246129805v9 share, of the 


    




 










"Original   Investors" is defined in the preamble to this Agreement. "Ownership   Percentage" means, with respect to any Person (as such term is defined   in the Business Combination Agreement) and as of any date, the percentage   equal to (i) the aggregate number of Ordinary Shares beneficially owned by   such Person (calculated assuming full exercise or conversion of all   securities beneficially owned by such Person which are exercisable for or   convertible into Ordinary Shares), divided by (ii) the total number of issued   and outstanding Ordinary Shares. "Piggy-Bacl< Registration" is   defined in Section 2.3.1. "Prior Agreement" is defined in the   preamble to this Agreement. "Pro Rata" is defined in ection 2.2.4.   'Register," Registered ' and "Registration ' mean a registration   effected by preparing and filing a registration statement or similar document   in compJianoe with the requirements of the Securities Act, and the applicable   rules and regulations promulgated thereunder, and such registration statement   becoming effective. "negistnble Securities" means (i) the Current   Shareholder Shares and, following their issuance, the Contingent Shares, (ii)   any Exchange Shares, (iii) the New Sponsors' Warrants (including any Ordinary   Shares issued or issuable upon the exercise of any such Sponsors' Warrants),   (iv) the Ordinary Shares received by MIHI LLC in respect of the MIHI Units,   (v) the warrants exercisable for Ordinary Shares of the Company received by   MIHI in respect of the MIHI Warrants (including any Ordinary Shares issued or   issuable upon the exercise of the MIHI Warrants) and (vi) all Ordinary Shares   issued to any holder with respect to the securities referred to in c l auses   (i) - (vi) above by way of any share sp lit sbare dividend or other   distribution, recapitalization, share exchange, share reconstruction,   amalgamation, contractual control arrangement or similar event. As to any   particular Registrable Securities, such securities shall cease to be   Registrable Securities when: (a) a Registration Statement with respect to the   sale of such securities shall have become effective under the Securities Act   and such securjties shall have been sold, transferred, disposed of or   exchanged in accordance with such Registration Statement; (b) such securities   shall have been otherwise transferred, new certificates for them not bearing   a legend restricting further transfer shall have been delivered by the   Company and subsequent public distribution of them shall not require   registration under the Securities Act; or (c) such securities shall have   ceased to be outstanding. "Registration Statement" means a   registration statement filed by the Company with the Commission in compliance   with the Securities Act and the rules and regulations promulgated thereunder   for a public offering and sale of equity securities, or securities or other   obligations exercisable or exchangeable for, or convertible into, equity   securities (other than a registration statement on Form F-4, Form S-4 or Form   S-8, or their successors, or any registration statement covering only   securities proposed to be issued in exchange for securities or assets of   another entity). "Resale SheiJ Registration Statement" is defined   in Section 2.1 .1 . 4 NY 246129805v9 


    




 










"Requesting   Holder" is defined in Section 2.1 .5(a). "SEC Guidance" is   defined in Secti n 2.1.4. "Securities Act" means the Securities Act   of 1933, as amended, and the rules and regulations of the Commission   promulgated thereunder, all as the same shall be in effect at the time.   "ScUing Holders" is defined in Section 2.1.5(a)(ii).   "Sponsors' Warrants" is defined in the preamble to this Agreement.   "Terrapin Demanding Holders" is defined in Section 2.2.1.   "Terrapin Founders" means Apple Orange LLC, Noyac Path LLC,   Periscope LLC, Terrapin Partners Employee Partnership 3 LLC, Terrapin   Partners Green Employee Partnership, LLC and, for purposes ofthis Agreement   only, the Leight Family 1998 Irrevocable Trust, Argyle Investors LLC,   Candlemaker Partners LLLP, Mr. Nathan Leight and Mr. Sanjay Arora.   "Terrapin Founder·s Demanding Holders" is defined in Section 2.2.1.   "Tenapin Initial Director" means the director of the Company (as   such term is defined in the Business Combination Agreement) who is designated   by the TRTL Sponsors pursuant to the provisions of Section 3.1 of the   Business Combination Agreement. "Terrapin Locl<-Un Sponsot· s"   means Apple Orange LLC, Noyac Path LLC, Periscope LLC, Terrapin Partners   Employee Partnership 3 LLC and Terrapin Partners Green Employee Partnership,   LLC. "Transfet·" means to (i) sell, offer to sell, contract or   agree to sell, hypothecate, pledge, grant any option to purchase or otherwise   dispose of or agree to dispose of, directly or indirectly, or establish or   increase a put equivalent position or liquidate or decrease a call equivalent   position within the meaning of Section 16 of the Exchange Act, and the rules   and regulations of the Commission promulgated thereunder, with respect to any   Founders' Shares, (ii) enter into any swap or other arrangement that   transfers to another, in whole or in part, any of the economic consequences   of ownership of any Founders' Shares, whether any such transaction is to be   settled by delivery of such securities, in cash or otherwise, or (iii)   publicly announce any intention to effect any transaction, including the   filing of a registration statement specified in clause (i) or (ii).   Notwithstanding the foregoing, a Transfer shall not be deemed to include any   transfer for no consideration if the donee, trustee, heir or other transferee   has agreed in writing to be bound by the same terms under this Agreement to   the extent and for the duration that such terms remain in effect at the time   of the Transfer. "TRTL" is defined in the preamble to this Agreement.   "TRTL Class A Common Stock" is defined in the preamble to this   Agreement. .=.:..:...;;;;....:=   ....:.....O=.:I.r:.n:.:.n:.:o.u:.:;....:S::...t::..o::;.c.:k" is defined   in the preamble to this Agreement. 5 NY 246129805v9 


    




 










"Underwriter"   means a securities dealer who purchases any Registrable Securities as   principal in an underwritten offering and not as part of such dealer's   market-making activities. "Unde•wt·ittcn Takedown" shall mean an   underwritten public offering of Registrable Securities pursuant to the Resale   Shelf Registration Statement, as amended or supplemented. "Yatra   Demanding Holders" is defined in Section 2.2.1. ''Yatra Initial   Directors" means the Company Initial Directors (as such term is defined   in the Business Combination Agreement) who are designated by the Company   pursuant to the provisions of Section 3.1 of the Business Combination   Agreement. "YatJ·a love tors Lock-Up Agreement" means the form of   lock-up agreement attached hereto as xhi.bit B to be entered into by each   ofthe Yatra Investors. "Yatra Investors" means the Yatra Management   Investors, Yatra Piggy-Back Investors and the Yatra Demand Investors.   "Yatra Management Investor "means Dhruv Shringi, Alok Vashi and   Manish Amin. "Yatr· a Piggy-Back Investors" means E-18 Limited,   Wortal, Inc., Norwest Venture Partners X, LP, Norwest Venture Partners IX,   LP, Vertex Asia Fund Pte. Ltd., IDG Ventures India Fund II LLC., Reliance   Capital Limited, Intel Capital Corporation, Valiant Capital Master Fund LP,   Valiant Capital Partners LP, Macquarie Corporate Holdings Pty Limited,   Rajasthan Trustee Company Pvt Ltd Ale SME Tech Fund RVCF Trust II, Capital18   Fincap Private Limited and Pandara Trust Scheme I. ''Yatra Demand   Investors" means Norwest Venture Partners X, LP, Norwest Venture Partners   IX, LP, "Yan·a Nominee" is defined in Section 7.1.2. 2.   REGISTRATION RIGHTS. 2.1 Resale ShelfRegistrati. on Rights. 2.1.1   Registration Statemen t Covering Resa l e of Registrable Securities. The   Company shall prepare and file or cause to be prepared and filed with the   Commission, no later than thirty (30) days following the date that the   Company becomes eligible to use Form F-3 or its successor form, a   Registration Statement for an offering to be made on a continuous basis   pursuant to Rule 415 of the Securities Act registering the resale from time   to time by Investors of all of the Registrable Securities held by or then   issuable to Investors (the "Resale Shelf Registration Statement").   The Resale Shelf Registration Statement shall be on Form F-3 or another   appropriate form permitting Registration of such Registrable Securities for   resale by such Investors. The Company shall use reasonable best efforts to   cause the Resale Shelf Registration Statement to be declared effective as   soon as possible after filing, and once effective, to keep the Resale Shelf   Registration Statement continuously effective under the Securities Act at all   times until the expiration of the Effectiveness Period. 6 NY 246129805v9 


    




 










2.1.2   Notification and Distribution of Materials. The Company shall notify the   Investors in writing of the effectiveness of the Resale Shelf Registration   Statement and shall furnish to them, without charge, such number of copies of   the Resale Shelf Registration Statement (including any amendments,   supplements and exhibits), the Prospectus contained therein (including each   preliminary prospectus and all related amendments and supplements) and any   documents incorporated by reference in the Resale Shelf Registration   Statement or such other documents as the Investors may reasonably request in   order to facilitate the sale of the Registrable Securities in the manner   described in the Resale Shelf Registration Statement. 2.1.3 Amendments and   Supplements. Subject to the provisions of Section 2.1.1 above, the Company   shall promptly prepare and file with the Commission from time to time such   amendments and supplements to the Resale Shelf Registration Statement and   Prospectus used in connection therewith (i) as may be necessary to keep the   Resale Shelf Registration Statement effective and to comply with the   provisions of the Securities Act with respect to the disposition of all the   Registrable Securities during the Effectiveness Period and (ii) to include   the registration for resale from time to time by Investors any Contingent   Shares as soon as reasonably practicable following issuance thereof. 2.1.4   Notwithstanding the registration obligations set forth in this Section 2.1,   in the event the Commission informs the Company that all of the Registrable Securities   cannot, as a result of the application of Rule 415, be registered for resale   as a secondary offering on a single registration statement, the Company   agrees to promptly (i) inform each of the holders thereof and use its   commercially reasonable efforts to file amendments to the Resale Shelf   Registration Statement as required by the Commission and/or (ii) withdraw the   Resale Shelf Registration Statement and file a new registration statement (a   "New Registration. Statemcllt"), in either case covering the   maximum number of Registrable Securities permitted to be registered by the   Commission, on Form F-3 or such other form available to register for resale   the Registrable Securities as a secondary offering; provided, however, that   prior to filing such amendment or New Registration Statement, the Company   shall be obligated to use its commercially reasonable efforts to advocate   with the Commission for the registration of all of the Registrable Securities   in accordance with any publicly-available written or oral guidance, comments,   requirements or requests of the Commission staff tb 'SEC Guidance"),   including without limitation the Manual of Publicly Available Telephone   Interpretations D.29. provision of this Agreement if any SEC Guidance sets   forth a Registrable Securities permitted to be registered on a particular   Notwithstanding any other limitation of the number of Registration Statement   as a secondary offering (and notwithstanding that the Company used diligent   efforts to advocate with the C mmission forth registration of all or a   greater number of Registrable Securities), unless otherwi e directed in   writing by a hoJd r as to its Registrable Securities, the number of   Registrable Securities to be registered on such Registration Statement will   be reduced on a pro rata basis based on the total number of Registrable   Securities held by the Investors, subject to a determination by the   Commission that certain Investors must be reduced first based on the number   of Registrable Securities held by such Investors. In the event the Company   amends the Resale Shelf Registration Statement or files a New Registration   Statement, as the case may be, under clauses (i) or (ii) above, the Company   will use its commercially reasonable efforts to file with the Commission, as   promptly as allowed by Commission or SEC Guidance provided to the Company or   to registrants of securities in general, one or more registration statements   on Form 7 NY 246129805v9 


    




 










F-3 or such   other form available to register for resale those Registrable Securities that   were not registered for resale on the Resale Shelf Registration Statement, as   amended, or the New Registration Statement. 2.1.5 Notice of Certain Events.   The Company shall promptly notify the Investors in writing of any request by   the Commission for any amendment or supplement to, or additional information   in connection with, the Resale Shelf Registration Statement required to be   prepared and filed hereunder (or Prospectus relating thereto). The Company   shall promptly notify each Investor in writing of the filing of the Resale   Shelf Registration Statement or any Prospectus, amendment or supplement   related thereto or any post-effective amendment to the Resale Shelf   Registration Statement and the effectiveness of any post-effective amendment.   (a) If the Company shall receive a request from (x) the holders of at least   1,500,000 shares of Registrable Securities, provided that the estimated   market value of the Registrable Securities is at least $15,000,000 (the   requesting holder(s) shall be referred to herein as the "Requesting   Holder") that the Company effect the Underwritten Takedown of all or any   portion of the Requesting Holder's Registrable Securities, and specifying the   intended method of disposition thereof, then the Company shall promptly give   notice of such requested Underwritten Takedown (each such request shall be   referred to herein as a "Demand Takedown") at least ten (10)   Business Days prior to the anticipated filing date of the prospectus or   supplement relating to such Demand Takedown to the other Investors and   thereupon shall use its reasonable best efforts to effect, as expeditiously   as possible, the offering in such Underwritten Takedown of: (i)   RegistrableSecurities for which under Section 2.1.5(a), and subject to the restrictions   set forth in Section 2.2.4, all theRequestingHolderhasrequestedsuch offering   (ii) subject to the restrictions set forth in ection 2.2.4, all other   Registrable Securities that any holders of Registrable Securities (all such   holders, together with the Requesting Holder, the "Selling   Holders") have requested the Company to offer by request received by the   Company within seven Business Days after such holders receive the Company's   nolice of the Demand Takedown all to the extent necessary to permit the disposition   (in accordance with the intended methods thereof as aforesaid) of the   Registrable Securities so to be offered. (b) Promptly after the expiration of   the seven-Business Day-period referred to in Section 2.1.5(a)(i i), the   Company will notify all Selling Holders of the identities of the other   Selling Holders and the number of shares of Registrable Securities requested   to be included therein. (c) The Companyshallonlyberequiredtoeffectuateone   Underwritten Takedown within any six-month period. (d) If the managing   underwriter in an Underwritten Takedown advises the Company and the   Requesting Holder that, in its view, the number of shares of Registrable   Securities requested to be included in such underwritten offering exceeds the   largest number of shares that can be sold without having an adverse effect on   such offering, including the price at 8 NY 246129805v9 


    




 










which such   shares can be sold, the shares included in such Underwritten Takedown will be   reduced by the Registrable Securities held by the Selling Holders (applied on   a pro rata basis based on the total number of Registrable Securities held by   such Investors, subject to a determination by the Commission that certain   Investors must be reduced first based on the number of Registrable Securities   held by such Investors). 2.1.6 Selection of Underwriters. Selling Holders   holding a majority in interest of the Registrable Securities requested to be   sold in an Underwritten Takedown shall have the right to select an   Underwriter or Underwriters in connection with such Underwritten Takedown,   which Underwriter or Underwriters shall be reasonably acceptable to the Company.   In connection with an Underwritten Takedown, the Company shall enter into   customary agreements (including an underwriting agreement in customary form)   and take such other actions as are reasonably required in order to expedite   or facilitate the disposition of the Registrable Securities in such   Underwritten Takedown, including, if necessary, the engagement of a   "qualified independent underwriter" in connection with the   qualification of the underwriting arrangements with the Financial Industry Regulatory   Authority, Inc. 2.1.7 Registrations effected pursuant to this Section 2.1   shall not be counted as Demand Registrations effected pursuant to Section   2.1. 2.2 Demand Registration. 2.2.1 Request for RegistTati n. At any time and   from time to time after the expiration of a lock-up to which such shares are   subject, if any, (i) (a) MIHI LLC (the "Macguuie Demanding   Holders") in the case of a Macquarie Demand (as defined below), (b) the   Terrapin Founders (the "Terrapin Founder Demanding Holders" and   collectively with the Macquarie Demanding Holders, the "Tern pin   Demanding Holders") in the case of a Terrapin Founders Demand (as   defined below) or (c) a majority-in-interest of the Terrapin Demanding   Holders in the case of a Terrapin Demand (as defined below) or (ii) (a) a   majority-in-interest of the Yatra Management Investors or (b) the Yatra   Demand Investors (collectively, the "Yatra Demanding Holders"), as   the case may be, may make a written demand for Registration under the   Securities Act of all or any portion of their Exchange Shares or Current   Shareholder Shares or other Registrable Securities, as applicable, on Form   F-1 or any similar long-form Registration or, if then available, on Form F-3.   Each registration requested pursuant to this Section 2.2.1 is referred to   herein as a "Demand Registration". Any demand for a Demand   Registration shall specify the number of shares of Registrable Securities   proposed to be sold and the intended method(s) of distribution thereof. The   Company will notify all Investors that are holders of Registrable Securities   of the demand, and each such holder of Registrable Securities who wishes to   include all or a portion of such holder's Registrable Securities in the   Demand Registration (each such holder including shares of Registrable Securities   in such registration, a "Demanding Holder") shall so notify the   Company within fifteen (15) days after the receipt by the holder of the   notice from the Company. Upon any such request, the Demanding Holders shall   be entitled to have their Registrable Securities included in the Demand   Registration, subject to Section 2.2.4 and the provisos set forth in Section   3.l.l. The Company shall not be obligated to effect more than an aggregate of   (i) one (1) Demand Registration under this Section 2.2.1 in respect of all   Registrable Securities held by the Macquarie Demanding Holders (the   "Macguarie Demand"), 9 NY 246129805v9 


    




 










(ii) two (2)   Demand Registrations under this Section 2.2.1 in respect of all Registrable   Securities held by the Terrapin Founders Demanding Holders (the   "Terrapin Founders Demand"), (iii) one (1) Demand Registration   under this Section 2.2.1 in respect of all Registrable Securities held by   Terrapin Demanding Holders (the "TerTapin Demand") and (iv) three   (3) Demand Registrations under this Section 2.2.1 in respect of all   Registrable Securities held by Yatra Demanding Holders. The foregoing   notwithstanding, the Company shall not be obligated to effect more than one   Demand Registration within any six-month period. 2.2.2 _, ffeclive   Registration. A Registration will not count as a Demand Registration until   the Registration Statement filed with the Commission with respect to such   Demand Registration has been declared effective and the Company has complied   with all of its obligations under this Agreement with respect thereto;   provided, however, that if, after such Registration Statement has been   declared effective, the offering of Registrable Securities pursuant to a   Demand Registration is interfered with by any stop order or injunction of the   Commission or any other governmental agency or court, the Registration   Statement with respect to such Demand Registration will be deemed not to have   been declared effective, unless and until, (i) such stop order or injunction   is removed, rescinded or otherwise terminated, and (ii) a   majority-in-interest of the Demanding Holders thereafter elect to continue   the offering; provided, further, that the Company shall not be obligated to   file a second Registration Statement until a Registration Statement that has   been filed is counted as a Demand Registration or is terminated. 2.2.3   Underwritten Offering. If the Terrapin Demanding Holders or Yatra Demanding   Holders so elect and such holders so advise the Company as part of their   written demand for a Demand Registration, the offering of such Regi trable   Securities pursuant to such Demand Registration shall be in the form of an   underwritten offering. In such event, the right of any bolder to i11clude its   Registrable Securities in such registration shaU be conditioned upon su h   holder 's participation in such underwriting and the inclusion of su h   holder's Registrable Securities in the underwriting to the extent provided   herein. All Demanding Holders proposing to distribute their Registrable   Securities through such underwriting shall enter into an underwriting   agreement in customary form with the Underwriter or Underwriters selected for   such underwriting by the holders initiating the Demand Registration, and   subject to the approval of the Company. 2.2.4 Reduction of Offe1·ing. If the   managing Underwriter or Underwriters for a Demand Registration that is to be   an underwritten offering advises the Company and the Demanding Holders in   writing that the dollar amount or number of shares of Registrable Securities   which the Demanding Holders desire to sell, taken together with all other   Ordinary Shares or other securities which the Company desires to sell and the   Ordinary Shares, if any, as to which registration has been requested pursuant   to written contractual piggy-back registration rights held by other   shareholders of the Company who desire to seU exceeds the maximum dollar   amount or maximum number of shares that can be sold in such offering without   adversely affecting the proposed offering price, the timing, the distribution   method. or the probability of success of such offering (such maximum dollar   amotmt or maximum number of shares, as applicable, the "Maximum Number   of Shares"), then lhe Company shall include in such registration: (i)   first, the Registrable Securities as to which Demand Registration has been   requested by the Demanding Holders (pro rata in accordance with the number of   shares that each 10 NY 246129805v9 


    




 










such Person has   requested be included in such registration, regardless of the number of   shares held by each such Person (such proportion is referred to herein as   "Pro Rata")) that can be sold without exceeding the Maximum Number   of Shares; (ii) second, to the extent that the Maximum Number of Shares has   not been reached under the foregoing clause (i), the Ordinary Shares or other   securities that the Company desires to sell that can be sold without   exceeding the Maximum Number of Shares; (iii) third, to the extent that the   Maximum Number of Shares has not been reached under the foregoing clauses (i)   and (ii), the Ordinary Shares or other securities for the account of other   persons that the Company is obligated to register pursuant to written   contractual arrangements with such persons, as to which   "piggy-back" registration has been requested by the holders   thereof, Pro Rata, that can be sold without exceeding the Maximum Number of   Shares. 2.2.5 Withdrawal. If a majority-in-interestof the Demanding Holders   disapprove of the terms of any underwriting or are not entitled to include all   of their Registrable Securities in any offering, such majority-in-interest of   the Demanding Holders may elect to withdraw from such offering by giving   written notice to the Company and the Underwriter or Underwriters of their   request to withdraw prior to the effectiveness of the Registration Statement   filed with the Commission with respect to such Demand Registration. If the   majority-in-interest of the Demanding Holders withdraws from a proposed   offering relating to a Demand Registration, then either the Demanding Holders   shall reimburse the Company for the costs associated with the withdrawn   registration (in which case such registration shall not count as a Demand   Registration provided for in Section 2.1) or the withdrawn registration shall   count as a Demand Registration provided for in Section 2.1. 2.3 Piggy-Back   Registration. 2.3.1 Piggy-Back Rights. If at any time after June 16, 2017,   the Company proposes to file a Registration Statement under the Securities   Act with respect to an offering of equity securities, or securities or other   obligations exercisable or exchangeable for, or convertible into, equity   securities, by the Company for its own account or for shareholders of the   Company for their account (or by the Company and by shareholders of the Company   including, without Limitation pursuant to S ction 2.1) other than a   Registration Statement (i) filed iJ1 connection with any empl oyee stock   ption or other benefit plan (ii) for an exchange offer or offering of   securities so lely to the Company s existing shareholders, (ili) for an   offering of debt that is convertible into equity securities of the Company or   (iv) for a dividend reinvestment plan, then the Company shall (x) give   written notice of such proposed filing to the holders of Registrable Securities,   which shall include the Yatra Piggy-Back Investors if any who hold   Registrable Securities at the time of any such filing, as soon as practicable   but in no event less than ten (10) days before the anticipated filing date,   which notice shall describe the an1ount and type of securities to be included   in such offering, the intended method(s) of distribution, and the name of the   proposed managing Underwriter or Underwriters if any of the ffering, and (y)   offer to the holders of Registrable SecLLrities in su h notice the   opportunity to register tbe sale of such number of shares of Regi trable   Securities as such holders may request in writing within five (5) days follow   in g receipt of such notice (a' Piggy-Back Registr 1tion '). l11c Company   shall cause such Registrable Securit i es t be included in such registration   and shal l use its best efforts to cause the managing Underwriter or   Underwriters of a proposed underwritten offering to p rmit 11 NY 246129805v9 


    




 










the Registrable   Securities requested to be included in a Piggy-Back Registration on the same   terms and conditions as any similar securities of the Company and to permit   the sale or other disposition of such Registrable Securities in accordance   with the intended method(s) of distribution thereof. All holders of   Registrable Securities proposing to distribute their securities through a   Piggy-Back Registration that involves an Underwriter or Underwriters shall   enter into an underwriting agreement in customary form with the Underwriter   or Underwriters selected for such Piggy-Back Registration. 2.3.2 Reduction of   Offering. If the managing Underwriter or Underwriters for a Piggy-Back   Registration that is to be an underwritten offering advises the Company and   the holders of Registrable Securities in writing that the dollar amount or   number of Ordinary Shares which the Company desires to sell, taken together   with Ordinary Shares, if any, as to which registration has been demanded   pursuant to written contractual arrangements with persons other than the   holders of Registrable Securities hereunder and the Registrable Securities as   to which registration has been requested under this Section 2.3, exceeds the   Maximum Number of Shares, then the Company shall include in any such   registration: (a) If the registration is undertaken for the Company's   account: (A) first, the Ordinary Shares or other securities that the Company   desires to sell that can be sold without exceeding the Maximum Number of   Shares; and (B) second, to the extent that the Maximum Number of Shares has   not been reached under the foregoing clause (A), the Ordinary Shares or other   securities, if any, comprised of Registrable Securities, as to which   registration has been requested pursuant to the terms hereof that can be sold   without exceeding the Maximum Number of Shares, Pro Rata; and (C) third, to   the extent that the Maximum Number of shares has not been reached under the   foregoing clauses (A) and (B , the Ordinary Shares or other securities for   the account of other persons that the Company is obligated to ret,rister   pursuant to written contractual piggy-back registration rights with such   persons and that can be sold without exceeding the Maximum Number of Shares;   and (b) If the registration is a "demand" registration undertaken at   the demand of persons other than either the holders of Registrable   Securities, (A) first, the Ordinary Shru·es or other securities for the   account oC the demanding persons that can be sold without exceeding the   Maximum Number of Shares; (B) second, to the extent that the Maximum Number   of Shares has not been reached under the foregoing clause (A), the Ordinary   Shares or other securities that the Company desires to sell that can be sold   without exceeding the Maximum Number of Shares; (C) third, to the extent that   the Maximum Number of Shares has not been reached w1der the foregoing   claLJses A) and ), the Ordinary hares or other securities, if any, comprised   of Registrable Securities, Pro Rata, as to which registration bas been   requested pursuant to the terms hereof that can be so ld without exceeding   the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum   Number of Shares has not been reached under the foregoing clau es (A), (B)   and (C), the Ordinary Shares or other secmities for the account of olher   persons that the Company is obligated to register pursuant to written contra   tual arrangements wi th such persons, that can be sold without exce ding the   Maxirnum Number of Shares. 12 NY 246129805v9 


    




 










2.3.3   Withdrawal. Any holder of Registrable Securities may elect to withdraw such   holder's request for inclusion of Registrable Securities in any Piggy-Back   Registration by giving written notice to the Company of such request to   withdraw prior to the effectiveness of the Registration Statement. The   Company (whether on its own determination or as the result of a withdrawal by   persons making a demand pursuant to written contractual obligations) may   withdraw a Registration Statement at any time prior to the effectiveness of   such Registration Statement. Notwithsta nding any such withdrawal, the   Company shall pay all expenses incurred by the holders of Registrable   Securities in connection with such Piggy-Back Registration as provided in   Section 3.3. 3. REGISTRATION PROCEDURES. 3.1 Filings; Inform ation. Whenever   the Company is required to effect the registration of any Registrable   Securities pursuant to Se tion 2, the Company shall use its reasonable best   efforts to effect the registration and sale of such Registrabl e Secw:iti es   in accordance with the intended method(s) of distribu tion thereof as   expeditiously a practicable, and in connection with any such request: 3.1.1   Filing Registration Statement. The Company shall use its reasonable best   efforts to, as expeditiously as possible after receipt of a request for a   Demand Registration pursuant to Section 2.1, prepare and file with the   Commission a Registration Statement on any form for which the Company then   qualifies or which counsel for the Company shall deem appropri ate and which   form shaH be available for th e sale of all Registrable Securiti es to be   registered thereunde r in accord ance with the intended method(s of di   stribution thereo±: and shall use its reasonable best efforts to cause such   Registration Statement to become effective and use its reasonable best   efforts to keep it effective for the Effectiveness Period· provided, however   that the Company shall have the right to defer any Demand Registration for up   to sixty (60) days and any Piggy-Back Registration for such period as may b a   pplicabl to deferment of any Demand Registration to which such Piggy-Back   Registration rel ates, in each case if the Company shall furnish to the   holders a certificate signed by the President or Chairman of the Company stating   that, in the good faith judgment of the Boardf Directors of the Company, it   would be materially detrimental to the Company and its shareholders for such   Registration Statement to be effected at such time; provided further,   however, that the Company shall not have the right to exercise the right set   forth in the immediately preceding proviso for more than a total of sixty   (60) days in any 365-day period in respect of a Demand Registration   hereunder. 3.1.2 Copies. Tbe ompany shall, prior to filing a Regislration   Statement or prospectus, or a n y amendme nt or supplement thereto, furnish   wi thout charge to the holders of Registrable Sec urities .included in such   registration, and such holders' legal counsel, copies of such Registration   Statement as proposed to be filed, each amendment and supplement to such Regi   stration S tatement (in each case including all exhibits thereto and   documents incorporated by reference U1erein) the prospectus included in such   Registrati n Statement (including each preliminary prospectus) and such other   d uments as the holders of Regi strable Sec uriti e included in such regi   stration or legal counsel for any such holders may request in order to   facilitate the disposition of the Registrable Securities owned by such   holders. 13 NY 246129805v9 


    




 










3.1.3   Amendments and Supplements. The Company shall prepare and file with the   Commission such amendments, including post-effective amendments, and   supplements to such Registration Statement and the prospectus used in connection   therewith as may be necessary to keep such Registration Statement effective   and in compliance with the provisions of the Securities Act until all   Registrable Securities and other securities covered by such Registration   Statement have been disposed of in accordance with the intended method(s) of   distribution set forth in such Registration Statement or such securities have   been withdrawn (the "Effectiveness Period"). 3.1.4Notification.   After the filing of a Registrati n Statement, the Company sha ll promptly,   and in no event more than two (2) Business Days after such liling notify the   holders of Registrable Securities included in such Registration Statement of   such filing, and shall further notify such holders promptly and confirm such   advice in writing in all events within two (2) Business Days of the   occurrence of any of the following: (i) when such Registration Statement   becomes effective; (ii) when any post-effective amendment to such   Registration Statement becomes effective; (iii) the issuance or threatened   issuance by the Commission of any stop order (and the Company shall take all   actions required to prevent the entry of such stop order or to remove it if   entered); and (iv) any request by the Commission for any amendment or   supplement to such Registration Statement or any prospectus relating thereto   or for additional information or of the occurrence of an event requiring the   preparation of a supplement or amendment to such prospectus so that, as   thereafter delivered to the pur hasers of the sectu·ities covered by such   Registration Statement, such prospectus will not contain an untrue statement   of a material fact or omit to state any material fact required to be stated   therein or necessary to make tb· statements therein not Registrable   Securities included amendment; except that before misleading, and promptly   make available to the holders in such Registration Statement any such   supplement filing with the Commission a Registration Statement of or or by   prospectus or any amendment or supplement thereto, including documents   incorporated reference, the Company shall fumish to the holders of Regis   rable Securities included in such RegistTation Statement and to the legal   counsel for any such holders, copies of all such d curnents proposed to be   filed sufficiently in advance of filing to provide such holders and legal   counsel with a reasonable opportunity to review such documents and comment   thereon. 3.1.5 ecurities Laws Cornplianc . The Company shall use its   reasonable best efforts to (i) register or qualify the Registrable Securities   covered by the Registration Statement under such securities or 'blue   sky" laws of such jurisdictions in the United States as the holders of   Registrable ecurities included in su h Registration Statement (in Ught of   their intended plan of distribution) may reasonably request and (ii) take   such action necessary to cause such Registrable Securities covered by the   Registration Statement to be registered with or approved by such other   governmental authoriti s as may be necessary by virtu of the business and   operations of the mpany and do any and all other acts and things tbat may be   necessary or advi able to enable the holders f Registrableecurities included   in such Registration Statement to consummate the disposition of such Registrable   Securities in such jurisdictions; provided however that the Company sha ll   not be required to qualify generally to do business in any juriscliction   where it would not otherwise be required to qualify but for this paragraphr   subject itself to taxation in any such jurisdiction. 14 NY 246129805v9 


    




 










3.1.6   Agreements for Disposition. The Company shall enter into customary agreements   (including, if applicable, an underwriting agreement in customary form) and   take such other actions as are reasonably required in order to expedite or   facilitate the disposition of such Registrable Securities. The   representations, warranties and covenants of the Company in any underwriting   agreement which are made to or for the benefit of any Underwriters, to the   extent applicable, shall also be made to and for the benefit of the holders   of Registrable Securities included in such registration statement, and the   representations, warranties and covenants of the holders of Registrable   Securities included in such registration statement in any underwriting   agreement which are made to or for the benefit of any Underwriters, to the   extent applicable, shall also be made to and for the benefit of the Company.   3.1.7 Comfort Letter. The Company shall obtain a "cold comfort" letter   from the Company's independent registered public accountants in the event of   an underwritten offering, in customary form and covering such matters of the   type customarily covered by "cold comfort" letters as the managing   Underwriter may reasonably request, and reasonably satisfactory to a   majority-in-interest of the participating holders. 3.1.8 Opinions. On the   date the Registrable Securities are delivered for sale pursuant to any   Registration, the Company shall obtain an opinion, dated such date, of one   (1) counsel representing the Company for the purposes of such Registration,   addressed to the holders, the placement agent or sales agent, if any, and the   Underwriters, if any, covering such legal matters with respect to the   Registration in respect of which such opinion is being given as the holders,   placement agent, sales agent, or Underwriter may reasonably request and as   are customarily included in such opinions, and reasonably satisfactory to a   majority in interest of the participating holders. 3.1.9 o peration. The   principal executive officer of the Company, the principal financial ofiicer   of the Company, the principal accounting officer of the Company and all other   officers and members of the management of the Company shall cooperate fully   in any offering of Registrable Securities hereunder, which cooperation shall   include, without limitation, the preparation of the Registration Statement   with respect to such offering and all other offering materials and related   documents, and participation in meetings with Underwriters, attorneys,   accountants and potential investors. 3.1.10 Record . Upon execution of   confidentiality agreements, the Company shall make available for inspection   by the holders of Registrable Securities included in such Registration Statement,   any Underwriter participating in any disposition pursuant to such   registration statement and any attorney, accountant or other professional   retained by any holder of Registrable Securities included in such   Registration Statement or any Underwriter, all financial and other records,   pertinent corporate documents and properties of the Company, as shall be   necessary to enable them to exercise their due diligence responsibility, and   cause the Company's officers, directors and employees to supply all information   requested by any of them in connection with such Registration Statement.   3.1.11 Earnings Statement. The Company shall comply with all applicable rules   and regulations of the Commission and the Securities Act, and make available   to its shareholders, as soon as practicable, an earnings statement covering a   period of twelve (12) 15 NY 246129805v9 


    




 










months, which   earnings statement shall satisfy the provisions of Section 11(a) of the   Securities Act and Rule 158 thereunder. 3.1.12 Listing. The Company shall use   its reasonable best efforts to cause all Registrable Securities included in   any Registration Statement to be listed on such exchanges or otherwise   designated for trading in the same manner as similar securities issued by the   Company are then listed or designated. 3.2 ObEgati n to Suspend Distribution.   Upon receipt of any notice from the Company ofthe happening of any event   ofthe kind described in Section 3.1.4(i v), or, upon any suspension by the   Company, pursuant to a written insider trading compliance program adopted by   the Company's Board of Directors, of the ability of all "insiders"   covered by such program to transact in the Company's securities because of   the existence of material non-public information, each holder of Registrable   Securities included in any registration shall immediately discontinue   disposition of such Registrable Securities pursuant to the Registration   Statement covering such Registrable Securities until such holder receives the   supplemented or amended prospectus contemplated by ection 3.1.4(i v) or the   restriction on the ability of "insiders" to transact in the   Company's securities is removed, as applicable, and, if so directed by the   Company, each such holder will deliver to the Company all copies, other than   permanent file copies then in such holder 's possession, of the most recent   prospectus covering such Registrable Securities at the time of receipt of   such notice. 3.3 Registration Expenses. The Company shall bear all costs and   expenses incurred in connection with the Resale Shelf Registration Statement   pursuant to ection 2.1, any Demand Registration pursuant to Secti n 2. I, any   Demand Takedown pursuant to Section 2. 1.5(a)(i), any Piggy-Back Registration   pursuant to Section 2.3, and any registration on Form F-3 effected pursuant   to Section 2. 3, and all expenses incurred in performing or complying with   its other obligations under this Agreement, whether or not the Registration   Statement becomes effective, including, without limitation: (i) all registration   and filing fees; (ii) fees and expenses of compliance with securities or   "blue sky" laws (including fees and disbursements of counsel in   connection with blue sky qualifications of the Registrable Securities); (iii)   printing expenses; (iv) the Company's internal expenses (including, without   limitation, all salaries and expenses of its officers and employees); (v) the   fees and expenses incurred in connection with the listing of the Registrable   Securities as required by Secti n 3.1.1 0; (vi) Financial Industry Regulatory   Authority fees; (vii) fees and disbursements of counsel for the Company and   fees and expenses for independent certified public accountants retained by   the Company; (viii) the fees and expenses of any special experts retained by   the Company in connection with such registration and (ix) the fees and   expenses of one legal counsel selected by the holders of a majority-in­   interest of the Registrable Securities included in such registration. The   Company shall have no obligation to pay any underwriting discounts or selling   commissions attributable to the Registrable Securities being sold by the   holders thereof, which underwriting discounts or selling commissions shall be   borne by such holders. Additionally, in an underwritten offering, all selling   shareholders and the Company shall bear the expenses of the Underwriter pro   rata in proportion to the respective amount of shares each is selling in such   offering. 16 NY 246129805v9 


    




 










3.4   Information. The holders of Registrable Securities shall promptly provide   such information as may reasonably be requested by the Company, or the   managing Underwriter, if any, in connection with the preparation of any   Registration Statement, including amendments and supplements thereto, in   order to effect the registration of any Registrable Securities under the   Securities Act and in connection with the Company's obligation to comply with   Federal and applicable state securities laws. 4. INDEMNIFICATION AND   CONTRIBUTION. 4.1 Indemnification by lhe Company. The Company agrees to   indemnify and hold harmless each Investor and each other holder of   Registrable Securities, and each of their respective officers, employees,   affiliates, directors, partners, members, attorneys and agents, and each   person, if any, who controls an Investor and each other holder of Registrable   Securities (within the meaning of Section 15 of the Securities Act or Section   20 of the Exchange Act) (each, an "Investor Indemnified Party"),   from and against any expenses, losses, judgments, claims, damages or   liabilities, whether joint or several, arising out of or based upon any   untrue statement (or allegedly untrue statement) of a material fact contained   in any Registration Statement under which the sale of such Registrable   Securities was registered under the Securities Act, any preliminary   prospectus, final prospectus or summary prospectus contained in the   Registration , tatement, or any amendment or supplement to such Registration   Statement or arising out of or based upon any omission (or all ged omission)   to state a material fact required to be stated therein or necessary to make   the statements therein not misleading or any violation by the Company of the   Securities Act or any rule or regulation promulgated thereunder applicable to   the Company and relating to action or inaction required of the Company in   connection with any such registration; and the Company shall promptly   reimburse the Investor Indemnified Party for any legal and any other expenses   reasonably incurred by such Investor Indemnil:ied Party in connection with   investigating and defending any such expense, loss judgment clai_m, damage   liability or action· provided however, that the ompany will not be Iiable in   any such case to the extent that any such expense, loss claim damage or liability   arises out of or is based upon any untrue statement or allegedly untrue   statement or omission or alleged omission made in such Registration Stat   ment, preliminary prospectus, final prospectus, or summru:y prospectus, or   any such amendment or supplement in reliance upon and in conformity with   information furnished to the Company in writing, by such selling holder   expressly for use therein 0r is based on any selling holder s violation of   the federal securities laws (including Regulation M) or failure to sell the   Registrable Securities in accordance with the plan of distribution contained   in the prospectus. 4.2 InclenuUiication by Holders of Registrable Securities.   Each selli_og holder of Registrable Securities will, in the event that any   registration is being effected under th Securities Act pursuant to this   Agreement of any Rcgi trable Securities held by such selling holder,   indemnify and hold harmless the Company, each of its directors and officers,   and each other selling holder and each other person, if any, who contTols   another selling holder within the meaning of the Securities Act, against any   losses, claims judgments, damages or liabilities, whether joint or several,   insofar as such losses, claims, judgments, damages or liabilities (or actions   in respect lhereof) arise out of or are based upon any untrue statement or   allegedly untrue statement of a material fact contained in any Registration   Statement under which the ale of such 17 NY 246129805v9 


    




 










Registrable   Securities was registered under the Securities Act, any preliminary   prospectus, final prospectus or summary prospectus contained in the   Registration Statement, or any amendment or supplement to the Registration   Statement, or arise out of or are based upon any omission or the alleged   omission to state a material fact required to be stated therein or necessary   to make the statement therein not misleading, if the statement or omission   was made in reliance upon and in conformity with information furnished in   writing to the Company by such selling holder expressly for use therein, or   is based on any selling holder's violation of the federal securities laws   (including Regulation M) or failure to sell the Registrable Securities in   accordance with the plan of distribution contained in the prospectus, and   shall reimburse the Company, its directors and officers, and each other   selling holder or controlling person for any legal or other expenses   reasonably incurred by any of them in connection with investigation or   defending any such loss, claim, damage, liability or action. Each selling   holder's indemnification obligations hereunder shall be several and not joint   and shall be limited to the amount of any net proceeds actually received by   such selling holder. 4.3 onduct oflndemnification Proceedings. Promptly afier   receipt by any person of any notice of any loss, claim, damage or liability   or any action in respect of which indemnity may be sought pursuant to S   ctions 4. l or 4.2, such person (tl1e "Indemnified l>arty")   sbaJJ, if a claim in respect thereof is to be made against any other pers n   Cor indemnitication hereunder, notify such other person (the Indemnifying   Party') in writing of the loss, claim, judgment damage liab ility or actjon;   provided however that the failure by the Indemnified Party to notify the   Indemnifying Party shall not relieve the Indemnifying Party from any li   ability wbicb the Indemnifying Party may have to such Indemnified Party   hereunder e c pt and solel y to the extent the Indemnifying Party is actually   prejudiced by such failure. If the [odemnified Party is seeking   indemnification with respect to any claim or acti on brought against the   indemnified Party then the Indemnif-ying Party shaJI be entitled to parti   ipate in such claim or action, and , to lhe extent that it wishes, jointly   with a llther lndemnifying Partie to assume control of the defense thereof   with cotms I satisfacto ry to the lndemnified Party. After notice from the   Indemnifying Party to the Indemnified Party of its election to assume control   of the defense of such claim or action, the Indemnifying Party shall not be   liable to the Indemnified Party for any l egal or other expenses subsequently   incurred by the Indemnified Party in connection with the defense thereof   other than reasonable costs of investigation.; provided, however, that in any   action in which both the Indemnified Party and the Indemnifying Party are   named as defendants, the Indemnified Party shall have the right to employ   separate counsel (but no more than one such separate counsel, which counsel   is reasonably acceptable to the Indemnifying Party) to represent the   Indemnified Party and its controlling persons who may be subject to Iiability   arising ut of any claim in respect of which indemnity may be sought by the   Indemnified Party against the Indemnifying Party wilh the fees and expenses   of such counsel to be pai.d by such Indemnifying Party if, based upon the   written opinion of counsel of such Indemnified Party, representation of both   parti s by the same counsel would be inappropriate due to actual or potential   differing interests b tween them. No Indemnifying Party shall, without the   pcior written consent of the Indemnified Party, consent to entry of judgment   or effect any settlement of any claim or pending or threatened proceeding in   respect of which the Indemnified Party is or could have been a party and   indemnity could have been sought hereunder by such Indemnified Party, unless   such judgment or settlement includes an unconditional release of such Indemnified   Party from all liability arising out of such claim or proceeding. 18 NY   246129805v9 


    




 










4.4   Contribution. 4.4.1 If the indemnification provided for in the foregoing   Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect   of any loss, claim, damage, liability or action referred to herein, then each   such Indemnifying Party, in lieu of indemnifying such Indemnified Party,   shall contribute to the amount paid or payable by such Indemnified Party as a   result of such loss, claim, damage, liability or action in such proportion as   is appropriate to reflect the relative fault of the Indemnified Parties and   the Indemnifying Parties in connection with the actions or omissions which   resulted in such loss, claim, damage, liability or action, as well as any   other relevant equitable considerations. The relative fault of any   Indemnified Party and any Indemnifying Party shall be determined by reference   to, among other things, whether the untrue or alleged untrue statement of a   material fact or the omission or alleged omission to state a material fact   relates to information supplied by such Indemnified Party or such   Indemnifying Party and the parties' relative intent, knowledge, access to   information and opportunity to correct or prevent such statement or omission.   4.4.2 The parties hereto agree that it would not be just and equitable if   contribution pursuant to this Sec tion 4.4.2 were determined by pro rata   allocation or by any other method of allocation which does not take account of   the equitable considerations referred to in the immediately preceding Section   4.4. I. 4.4.3 The amount paid or payable by an tnd emni:f:ied Party as a   result of any loss, claim, damage, liability or acti n referred to in the   immediately preceding paragra ph shall be deemed to include, subject to the   limitations set forth above, any legal or other expenses incurred by such   Indemnified Party in connection with investigating or defending any such   action or claim. Notwithstanding the provisions of this Section 4.4, no   holder of Registrable Securities shall be required to contribute any amount   in excess of the dollar amount of the net proceeds (after paym ent of any   underwriting fees discounts commiss ionsr taxes) actuaU y re eived by such   hold er from the sale of Registrabl e ec urities whjch gave rise to such   contribution obligation. No person guilty of fraudulent misrepresentation   (within the m eanin g of Section ll(f) ofthe Securities Act) shall be   entitled to contribution from any person who was not guilty of such   fraudulent misrepresentation. 5. UNDERWRITING AND DISTRIBUTION. 5.1 Rul e   144. The Company covenants that it shall file any reports required to be ti l   ed by it under the Securiti s Act and th e Ex:chang Act and shall take such   further action as the holders of Registrabl e Securi ties .may reason abl y   req u est, all to th e extent required fro m time to time to enabl e such   holders to sell Registrable Securi ti es without registration under the Se u   rities Act w ithin the limitati on or th e exemptions provided by RuJ 144 u   nder the Sec uriti es Act, as such Rul es may be a mended from time to tine   or any simil ar rule or regulation hereafter adopted by the Commission. 6.   LOCK-UP AGREEMENTS 6.1 TRTL Sponsor Lock-Up. Notwithstancti ng any thing to   the contrary contained in that certain Let ter Agreement, dated July 16,   2014, by and among TRTL and the Terrapin Lock-19 NY 246129805v9 


    




 










Up Sponsors,   each Terrapin Lock-Up Sponsor agrees that it or he shall not Transfer any   Founders' Shares held by it or him, if any, until the earlier of (i) eighteen   (18) months after the date hereof or (ii) the date following the date hereof   on which the Company completes a liquidation, merger, stock exchange or other   similar transaction that results in all of the Company's shareholders having   the right to exchange their Ordinary Shares for cash, securities or other   property. Notwithstanding the foregoing, if the last sale price of the   Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock   splits, stocks dividends, reorganizations, recapitalizations and the like)   for any 20 trading days within any 30-trading day period commencing at least 150   days after the date hereof, the Founders' Shares held by the Terrapin Lock-Up   Sponsors will be released from the obligations under this ection 6.1. 6.2   Yatra Investor Lock-Up. Each Yatra Investor shall, within seven (7) days from   the date hereof I as a condition to such Yatra Investor's rights under this   Agreement, enter into the Yatra Investors Lock-Up Agreement. 7. BOARD OF   DIRECTORS MATTERS. 7.1 Appointment ofTRTL Sponsor and Yatra Designees. 7.1.1   Upon the resignation, removal, death or disability of the Terrapin Initial   Director, the TRTL Sponsors shall have the right to nominate one individual   for election to the Company Board (as such term is defined in the Business   Combination Agreement) to replace such dep uiing director. In addition, upon   the expiration of the initial term as a director of the Company of the   Terrapin lnitial Director, the TRTL Sponsors shall have the right to   re-nominate the Terrapin Initial Director two (2) successive times (any   individual designated by the TRTL Sponsors pursuant to this sentence or the   immediately pre eding sentence, a 'Nominee"). Upon any such nomination   or re-nomination pursuant to this Section 7.1.1, the Company shall take all   actions within its control to cause the appointment or election of the Nominee   to the Company Board, including by nominating such Nominee for election as a   director as part of the slate that is included in the applicable proxy   statement (or consent solicitation or similar document) of the Company   relating to the election of directors, and shall provide the highest level of   support for the election of such Nominee as it provides to any other   individual standing for election as a director of the Company as part of the   Company's slate of directors. 7.1.2 Upon the resignation, removal, death or   disability of any of the Yatra Initial Directors, the Yatra Investors shall   have the right to nominate one individual for election to the Company Board   (as such term is defined in the Business Combination Agreement) to replace   such departing director. In addition, upon the expiration of the initial term   as a director of the Company of any of the Yatra Initial Directors, the Yatra   Investors shall have the right to re­ nominate any of the Yatra Initial   Directors who are Class I or Class II Directors two (2) successive times and   shall have the right to re-nominate any of the Yatra Initial Directors who   are Class III Directors one (1) time or to designate a replacement for any   such person or persons (any individual designated by the Company pursuant to   this sentence or the immediately preceding sentence, a "Yatra   Nominee"). Upon any such nominalion or re-nomination pursuant to this   Section 7.1.2, the TRTL Sponsors shall take all actions within their control   to ause the appointment or election of the Yatra Nominee to the Company   Board, including by nominating such Yatra Nominee for election as a director   as part ofthe slate that is included in the applicable 20 NY 246129805v9 


    




 










proxy statement   (or consent solicitation or similar document) of the Company relating to the   election of directors, and shall provide the highest level of support for the   election of such Yatra Nominee as they provide to any other individual   standing for election as a director of the Company as part ofthe Company's slate   of directors. 7.1.3In any and all elections of directors of the Company   (whether at a meeting or by written consent in lieu of a meeting), each   Investor shall vote or cause to be voted all shares of the Company's voting   securities owned by such Investor, or over which such Investor has voting   control, and otherwise use such Investor's reasonable best efforts, so as to   elect any Nominee and any Yatra Nominee. 7.2 ompany Board ommittees. 7.2.1   Subject to applicable law and applicable stock exchange rules, from the date   of this Agreement until such time as there is no Initial Director or Nominee   serving on the Company Board, the Company shall take all necessary action to   cause at least one director nominated by the TRTL Sponsors to be appointed to   each committee of the Company Board. 7.2.2 Subject to applicable law and   applicable stock exchange rules, from the date of this Agreement until such   time as there is no Initial Director or Yatra Nominee serving on the Company   Board, the Company shall take all necessary action to cause at least one   director nominated by the Yatra Investors to be appointed to each committee   of the Company Board. 7.3 Observation Rights. Each ofMIHI LLC and the   Terrapin Founders shall have the right to designate one representative to attend   any or all meetings of the Company Board in a nonvoting observer capacity   and, in this respect, the Company shall give such representative copies of   all notices, minutes, consents, and other materials that it provides to its   directors at the same time and in the same manner as provided to such   directors; provided, however, that any such representative shall agree to   hold in confidence and trust and to act in a fiduciary manner with respect to   all information so provided; and provjdecl further, that the Company reserves   the right to withhold any information and to exclude such representative from   any meeting or portion thereof if access to such information or attendance at   such meeting could adversely affect the attorney-client privilege between the   Company and its counsel or result in disclosure of trade secrets or a   conflict of interest. Neither MIHI LLC nor the Terrapin Founders shall be   required to designate the same representative for each meeting of the Company   Board. The observer rights pursuant to this ection 7.3 shall terminate with   respect to MIHI LLC or the Terrapin Founders upon the Cessation Date   applicable to MIHI LLC or the Terrapin Founders. 8. COVENANTS. 8.1 PFI   [niormation. If tbe Company or any of its Sub idiaries were to be classified   as a passive foreign investment company under ection 1297 for its taxable   year that includes the Closing Date or a future taxable year, the Company   will upon request use commercially reasonable efforts to provide U.S.   shareholders witb Lhe information necessary for them to make a timely   qualified electing fund election under Section 1293 with respect to the   Company and/or its Subsidiaries. 21 NY 246129805v9 


    




 










9.   MISCELLANEOUS. 9.1 Other Regi stration Right and Arran gements. The Company   represents and warrants that no person, other than a holder of the   Registrable Securities and other than pursuant to (a) the Warrant Agreement,   dated as of July 2014, as amended on the date hereof, by and between TRTL and   Continental Stock Transfer & Trust Company, as warrant agent or (b) the   subscription agreements entered into between the Company and certain   purchasers in connection with the Company's sale of an aggregate of 2,458,500   Ordinary Shares in a private placement consummated on or about the date   hereof, has any right to require the Company to register any of the Company's   share capital for sale or to include the Company's share capital in any   registration filed by the Company for the sale of shares for its own account   or for the account of any other person. The Company and the Original   Investors hereby terminate the Prior Agreement and any similar agreement in   effect as of the date hereof. The Company shall not hereafter enter into any   agreement with respect to its securities which is inconsistent with or   violates the rights granted to the holders of Registrable Securities in this   Agreement and in the event of any conflict between any such agreement or   agreements and this Agreement, the terms of this Agreement shall prevail. 9.2   Assignment; No Th1rcl Party Beneficiaries. This Agreement and the rights,   duties and obligations of the Company hereunder may not be assigned or   delegated by the Company in wh le or in part. This Agreement and tbe ri ghts,   duties and obligations of the holders Registrable Sec uri ti es hereunder may   be freely assi gned or delegated by such b Icier Regi tra ble Securiti es in   conjtmction with and to the extent of any pennitted transfer Registrable Securities   by any such holder. This Agreement and the prov isions hereof shall of of of   be binding upon and shall inure to the benefit of each of the parties hereto   and their respective successors and assigns and the holders of Registrable   Securities and their respective successors and permitted assigns. This   Agreement is not intended to confer any rights or benefits on any persons   that are not party hereto other than as expres ·ly set forth in Section 4 and   this Section 9.2. The rights of a hold r of Registrable Securities tmder this   A greement may be transferred by such a holder to a transferee who acquires   or holds Registrable Securities (i) provided, however, that such transferee   has executed and delivered to the Company a properly completed agreement to be   bound by the terms of this Agreement substantially in form attached hereto as   Exhibit A (an "Addendum Agreement"), and the transferor shall have   delivered to the Company no later than thirty (30) days following the date of   the transfer, written notification of such transfer setting forth the name of   the transferor, the name and address of the transferee, and the number of   Registrable Securities so transferred, and (ii) in accordance with the terms   and conditions of that certain letter agreement, da ted Jul y 16, 20 14 by   and am ng TRTL and the other parties thereto. The exec ut ion of an Addendum   Agreement shall constitute a permitted amendment of this Agreement. 9.3   Notices. Allnotices dema nds,requests,consen ts,approvalsorother   communications (co llectively Notices') required or pennitted to be given   hereund er or whi ch are gi ven with respect to thi s Agreement shall be in   writing and sha ll be persona ll y served, delivered by reputable air courier   service with charges prepaid, or transmitted by facsimile or email, addressed   as set forth below, or to such other address as such party shall bave   specified most recently by written notice. Notice shall be deemed given (i)   on the date of service or 22 NY 246129805v9 


    




 










transmission if   personally served or transmitted by telegram telex or facsimile; provided,   that if such service or transmission is not on a Bu iness Day or is after   normal business hours, then such notice shall be deemed given on the next   Business Day (ii) one Business Day after being deposited with a reputable   courier service with an order for next-day delivery, to the parties as   follows: lfto the Company: Yatra Online, Inc. 1101-03, Tower B 11111 Floor,   Unitech Cyber Park Sector-39, Gurgaon-122 001 Attn: Dhruv Shringi Email:   dhruv.shringi@yatra.com with a copy to: Goodwin Procter LLP 100 Northern   Avenue Boston, MA 02210 Attn: Jocelyn Are! Facsimile: (617) 321-4344 Email:   JArel@goodwinprocter.com If to the TRTL Sponsors: Terrapin Partners, LLC 1700   Broadway 18111 Floor New York, NY 10019 Attn: Stephen S. Schifrin Facsimile:   (786) 513-0165 Email: sschifrin@terrapinpartners.com with a copy to:   Greenberg Traurig, LLP 200 Park Avenue New York, NY 10166 Attn: Alan I. Annex   Facsimile: (212) 801-6400 Email: annexa@gtlaw.com If to an Investor, to the   address set forth under such Investor's signature to this Agreement or to   such Investor's address as found in the Company's books and records. 23 NY   246129805v9 


    




 










9.4   Severability. This Agreement shall be deemed severable, and the invalidity or   unenforceability of any term or provision hereof shall not affect the   validity or enforceability of this Agreement or of any other term or   provision hereof. Furthermore, in lieu of any such invalid or unenforceable   term or provision, the parties hereto intend that there shall be added as a   part of this Agreement a provision as similar in terms to such invalid or   unenforceable provision as may be possible that is valid and enforceable. 9.5   Counterparts. This Agreement may be executed in multiple counterparts, each   of which shall be deemed an original, and all of which taken together shall   constitute one and the same instrument. 9.6 Entire Agree ment. This Agreement   (including all agreements entered into pursuant hereto and all certificates   and instruments delivered pursuant hereto and thereto) constitute the entire   agreement of the parties with respect to the subject matter hereof and   supersede all prior and contemporaneousagreem ents, representations,   understandings, negotiations and discussions between the parties, whether   oral limitation the Prior Agreement. or wri tten, including with ut   [Signature Page Follows] 24 NY 246129805v9 


    




 










IN WITNESS   WHEREOF, the parties have caused this Investor Rights Agreement to be   executed and delivered by their duly authorized representatives as of the   date first written above. COMPANY: YATRA ONLINE, INC.   By:---------------------Name: Dhruv Shringi Title: CO-Founder & CEO 


    




 










IN WITNESS   WHEREOF, the parties have caused this Investor Rights Agreement to be   executed and delivered by their duly authorized representatives as of the   date first written above. INVESTORS: Dhruv Shringi Alok Vaish Manish Amin 


    




 










IN WITNESS   WHEREOF, the parties have caused this Investor Rights Agreement to be   executed aod delivered by their duly authorized representatives as of the   date first written above. INVESTORS: Dbruv Shringi AlokVaish ManisbAmin   SIONATURE PAOB TO INVESTOR Rlmrrs AGR.EBMBNT 


    




 










IN WITNESS   WHEREOF, the panies have caused this lnvestor Rights Agreement to be executed   and delivered by their duly authorized representatives as of the date first   written above. Dhruv Shringi Alok Vaisb -LU/tdt At-> -­ Manish Amin   S!ONAnJRE PAGI! TO INVESTOR RIOHTS AGREEMENT Scanned by CamScanner 


    




 










Norwest Venture   Partners X, LP Norwest Venture Partners IX, LP General Partner SIGNATURE PAGE   TO INVESTOR RIGHTS AGREEMENT 


    




 










APPLE ORANGE,   LLC NOYAC PATH LLC By: Title: Manager PERISCOPE, LLC /?_ ._ - By:--EG.-o<=   Na Title: Managing Member TERRAPIN PARTNERS EMPLOYEE PARTNERSHIP 3, LLC   SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT 


    




 










TERRAPIN   PARTNERS GREEN EMPLOYEE PARTNERSHIP, LLC LEIGHT FAMILY I IRREVOCABLE 't   By:\:-Name: Elizabeth Lei ght Title: Trustee ARGYLEINVESTTORSLLC By: Leight   Family 1998 Irrevocable Trust, its Managing Member By:i-e hi Name E lizabeth   Leight Title: Trustee CANDLEMAKERPARTNERSLLLP By: Candlemaker Management LLC   SIGNATIJRE PAGE TO INVESTOR RIGHTS AGREEMENT 


    




 










MIHI LLC   By:-<..=..!.:--:;..=====--- Name: Tobias Bachteler Title: Vice President   By:---------1-('1.-Name:Jill Title: Authorized Signatory - SIGNATURE PAGE TO   INVESTOR RIGHTS AGREEMENT 


    




 










EXHIBIT A   Addendum Agreement This Addendum Agreement ("Addendum Agreement")   is executed on ---:----- - - ---" 20_, by the undersigned (the "New   Holder") pursuant to the terms of that certain Investor Rights Agreement   dated as of [ ], 2016 (the "Agreement"), by and among the Company   and the Investors identified therein, as such Agreement may be amended,   supplemented or otherwise modified from time to time. Capitalized terms used   but not defined in this Addendum Agreement shall have the respective meanings   ascribed to such terms in the Agreement. By the execution of this Addendum   Agreement, the New Holder agrees as follows; 1. Acknowledgment. New Holder   acknowledges that New Holder is acquiring certain Ordinary Shares of the   Company (the "Shares") [or other equity securities of the Company   that are convertible, exercisable or exchangeable for Ordinary Shares of the   Company (the "Conve1tible Securities")] as a transferee of such   Shares [or Convertible Securities] from a party in such party's capacity as a   holder of Registrable Securities under the Agreement, and after such   transfer, New Holder shall be considered an "Investor" and a holder   of Registrable Securities for all purposes under the Agreement. 2. Agreement.   New Holder hereby (a) agrees that the Shares [or Convertible Securities]   shall be bound by and subject to the terms of the Agreement and (b) adopts   the Agreement with the same force and effect as if the New Holder were   originally a party thereto. 3. Notice. Any notice required or permitted by   the Agreement shall be given to New Holder at the address or facsimile number   listed below New Holder's signature below. NEW HOLDER: ACCEPTED AND AGREED:   Print Name: YATRA ONLINE, INC. By: By: NY 246129805v7 NY 246129805v9 


    




 










Lock-Up   Agreement December , 2016 Yatra Online, Inc. 1101-03, 11th Floor, Tower-B   Unitech Cyber Park Sector 39, Gurgaon, Haryana 122002 India Re: Yatra Online,   Inc. - Lock-Up Agreement Ladies and Gentlemen: Reference is made to the   Business Combination Agreement, dated July 13, 2016 by and among Yatra   Online, Inc. (the “Company”), Terrapin 3 Acquisition Corporation and the   other parties named therein (the “Business Combination Agreement”) and the   registration statement on Form F-4 filed with the United States Securities   and Exchange Commission (the “SEC”) on September 29, 2016 (such registration   statement, as it may be amended or supplemented, the "Registration   Statement") to register ordinary shares, par value US$0.0001 per share,   of the Company (the “Ordinary Shares”). This Lock-Up Agreement shall be   effective as of, and contingent upon, the consummation of the Closing (as   defined in the Business Combination Agreement). In consideration of the   willingness of the parties to the Business Combination Agreement to   consummate the transactions contemplated thereunder and the willingness of   the Company to register the Ordinary Shares, and of other good and valuable   consideration the receipt and sufficiency of which is hereby acknowledged,   the undersigned agrees that, during the period specified in the following   paragraph (the “Lock-Up Period”), the undersigned will not offer, sell,   contract to sell, pledge, grant any option to purchase, make any short sale   or otherwise dispose of any Ordinary Shares, or any options or warrants to   purchase any Ordinary Shares, or any securities convertible into,   exchangeable for or that represent the right to receive Ordinary Shares,   whether now owned or hereinafter acquired, owned directly by the undersigned   (including holding as a custodian) or with respect to which the undersigned   has beneficial ownership within the rules and regulations of the SEC   (collectively the “Undersigned’s Shares”). The foregoing restriction is   expressly agreed to preclude the undersigned from engaging in any hedging or   other transaction which is designed to or which reasonably would be expected   to lead to or result in a sale or disposition of the Undersigned’s Shares   even if the Undersigned’s Shares would be disposed of by someone other than   the undersigned. Such prohibited hedging or other transactions would include   without limitation any short sale or any purchase, sale or grant of any right   (including without limitation any put or call option) with respect to any of   the Undersigned’s Shares or with respect to any security that includes,   relates to, or derives any significant part of its value from the   Undersigned’s Shares. The Lock-Up Period will commence on the date of this   Lock-Up Agreement and continue until the date on which the Company releases   its earnings for the quarter ended December 31, 2016 (the “Release Date”).   The undersigned has, and for the duration of this Lock-Up Agreement will   have, good and marketable title to the Undersigned’s Shares, free and clear   of all liens, encumbrances, and claims whatsoever. The undersigned also   agrees and consents to the entry of stop transfer instructions with the   Company’s transfer agent and registrar against the transfer of the   Undersigned’s Shares except in compliance with the foregoing restrictions. 


    




 










The undersigned   understands that this Lock-Up Agreement is irrevocable and shall be binding   upon the undersigned’s heirs, legal representatives, successors, and assigns.   [Remainder of page intentionally left blank.] 


    




 










COMPANY: YATRA   ONLINE, INC. By: Name: Dhruv Shringi Title: Chief Executive Officer   [Signature page to Lock-up Agreement] 


    




 










Dhruv Shringi   Promod Haque Amit Bapna Sudhir Kumar Sethi Alok Vaish Manish Amin Sharat   Dhall Himanshu Verma [Signature page to Lock-up Agreement] 


    




 










Akash Poddar   Satvinder Sodhi Nathan Leight Sanjay Arora Murlidhara Lakshmikantha   [Signature page to Lock-up Agreement] 


    




 










Exact Name of   Shareholder Authorized Signature Name: Title: [Signature page to Lock-up   Agreement]