Mondee Inc. entered into letter of intent to acquire ITHAX Acquisition Corp. (NasdaqCM:ITHX) in a reverse merger transaction on July 27, 2021. Mondee Inc. entered into an agreement to acquire ITHAX Acquisition Corp. for approximately $600 million in a reverse merger transaction on December 20, 2021. The estimated cash proceeds from the transaction are expected to consist of ITHAX's $241.5 million of cash held in trust. In addition, investors committed to invest $50 million in the form of a 100% “common equity” PIPE at a price of $10 per share of common stock of ITHAX immediately prior to the closing of the transaction. On April 21, 2022, ITHAX entered into a PIPE Subscription Agreement with an “accredited investor” whereby the Additional Investor has committed to purchase in a private placement 2 million shares of New Mondee Common Stock at a purchase price of $10 per share and an aggregate purchase price of $20 million, bringing the total amount of commitments from both the PIPE Investment and the Additional Investment to $70 million.

As part of the agreement, all shares common stock of Mondee outstanding as of immediately prior to the First Effective Time shall be cancelled and automatically converted into the right to receive an aggregate of 60,800,000 shares of New Mondee Common Stock (the “Merger Consideration”). Upon the closing of the Business Combination, Prasad Gundumogula, who will serve as New Mondee's Chief Executive Officer, will have voting control over 63% of the shares of New Mondee Common Stock, through his control of Mondee Holdings, LLC, the sole holder of capital stock of Mondee. ITHAX's public shareholders (other than the PIPE Investors) will retain an ownership interest of approximately 24.5% in New Mondee on an undiluted basis. Upon the closing of the business combination, Mondee will continue to be led by its existing management team including Gundumogula, Chief Financial Officer Dan Figenshu and Chief Operating Officer Jim Dullum, as well as by an experienced Board of Directors including Gundumogula and Fintiklis. The combined company will be named “Mondee Holdings, Inc.”. Upon closing, the combined company is expected to be listed on Nasdaq with its Class A common stock and warrants trading under the new ticker symbols “MOND” and “MONDW,” respectively.

Completion of the proposed transaction is subject to ITHAX shareholder and Mondee member approval, certain regulatory approvals, any waiting period applicable to the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, the Registration Statement has been declared effective under the Securities Act of 1933, as amended, Mondee shall have received the Company Stockholder Approval, ITHAX having at least $150 million cash available at Closing, including any amounts in its trust account and any other cash held by ITHAX prior to the Closing plus the proceeds of the PIPE Investment, the Additional Investment and any other subscription agreements, and other customary closing conditions. The respective board of directors of ITHAX and Mondee have unanimously approved the proposed transaction. As of June 27, 2022, the registration statement on Form S-4 (as amended, the “Registration Statement”) has been declared effective by the U.S. Securities and Exchange Commission (“SEC”). As of July 15, 2022, ITHAX Acquisition Corp. shareholders approved the business combination. Upon completion of the transaction, which is expected to occur in the first half of 2022. The transaction is expected to close on July 18, 2022

Cantor Fitzgerald & Co and Union Square Advisors are serving as financial advisors to Mondee. Michael Considine, Michele Cumpston, Ranesh Ramanathan, Vincent Thorn and Liam Murphy of Kirkland & Ellis LLP is serving as legal advisor to Mondee and Lynwood Reinhardt of Reed Smith LLP is serving as legal advisor to ITHAX. Morrow Sodali LLC acted as information agent to ITHAX. ITHAX has agreed to pay Morrow Sodali LLC a fee of $30,000, plus disbursements, for its services. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to ITHAX. Arthur Cox LLP, Grant Thornton LLP, Dentons Canada LLP, and Chandler MHM Limited provided assistance to ITHAX.