Yatra Online, Inc. announced that it entered into purchase agreement with MAK Capital Fund L.P., a fund managed by MAK Capital One, LLC and Michael Kaufman, issued promissory note for an aggregate principal amount of $10,000,000 on October 5, 2022. The securities issued with a simple interest rate of 11% per annum. The Purchase Agreement contains customary terms and covenants, including that upon certain events of default occurring and continuing investor, MAK Capital Fund L.P may declare all or any portion of any amount owed or payable under the Note, plus all interest, if any, to be immediately due and payable, convert the Note into either Ordinary Shares or Series A Convertible Preference Shares or exercise any other right or remedy granted in the Note or by law.

Upon an event of default, the interest rate will increase by 3%. Under the terms of the Purchase Agreement, the Company has agreed to indemnify MAK against certain liabilities and contribute to payments which MAK Capital Fund L.P., may be required to make in respect of any such liabilities. The Note will mature on October 5, 2023, unless earlier repurchased or redeemed.

Upon maturity and in certain default scenarios MAK Capital Fund L.P., at its option, may convert the Note into ordinary shares, par value $0.0001 or series A convertible preference shares, par value $0.0001 of the Company in lieu of a cash payment for any amount owed or payable under the Note .The Note is a general unsecured obligation of the Company. If and when issued following Conversion into Series A Convertible Preference Shares, the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preference Shares of the Company will govern the rights and obligations associated with the Series A Convertible Preference Shares. The Certificate of Designation specifies that the Series A Convertible Preference Shares have no voting rights; are entitled to dividends on an equal as-if-converted-to-Ordinary Shares basis; rank senior to the Ordinary Shares with respect to rights upon liquidation up to the stated value of the Series A Preference Shares, plus any dividends then accrued, or equally to holders of the Ordinary Shares on a pari passu basis if such an amount would be greater, and are convertible into Ordinary Shares on a 1 to 100 basis following the one-year anniversary of the issuance.

If the Company is unable to obtain shareholder approval for the conversion of the Series A Convertible Preference Shares into Ordinary Shares, the Company has agreed to pay a non-cumulative cash dividend at a rate of 14% per annum on the outstanding stated value of the Series A Convertible Preference Shares, which shall be paid on an annual basis. On the Effective Date, Borrower will pay to Holder a fee of $500,000 which amount may be deducted from the proceeds of the Loan.