FREQUENTLY USED TERMS
Unless otherwise stated in this prospectus or the context otherwise requires, references to:
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“Amended and Restated Warrant Agreement” are to that certain Amended and Restated Warrant Agreement, by and between Continental and our Company, dated as of July 18, 2022, as amended from time to time;
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“Annual RSU Grant” is to the annual grant of restricted stock units granted to each of our directors upon Closing for each year of service as a director;
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“Board” are to our board of directors;
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“Business Combination” are to the Domestication, the Mergers and other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing;
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“Business Combination Agreement” are to that certain Business Combination Agreement, dated December 20, 2021, by and among ITHAX, ITHAX Merger Sub I, LLC, ITHAX Merger Sub II, LLC and Mondee, and as may be amended, supplemented or otherwise modified from time to time;
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“Bylaws” are to the bylaws of our Company that became effective at the First Effective Time;
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“Cantor” are to Cantor, Fitzgerald & Co., the representative of the several underwriters in ITHAX’s initial public offering;
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“Certificate of Incorporation” are to our amended and restated certificate of incorporation, dated July 18, 2022, that became effective at closing of the Business Combination;
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“Class A ordinary shares” are to the Class A ordinary shares, par value $0.001 per share, of ITHAX that were sold as part of the Units in the ITHAX initial public offering for $10.00 per unit, which automatically converted, on a one-for-one basis, into shares of our Common Stock in connection with the Domestication;
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“Class B ordinary shares” are to the 6,037,500 Class B ordinary shares, par value $0.001 per share, of ITHAX that were initially issued to the Sponsor in a private placement prior to ITHAX’s initial public offering for approximately $0.005 per share and of which 10,000 were transferred to each of the ITHAX independent directors in October 2020, and, in connection with the Domestication, were converted into one share of Class B Common Stock, par value $0.001 per share, of our Company and, upon the First Effective Time, each issued and outstanding share of Class B Common Stock was converted into one share of our Common Stock;
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“Class B Common Stock” are to the shares of Class B common stock, par value $0.001 per share, of our Company that were outstanding after the Domestication, but prior to the First Effective Time;
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“Closing” are to the closing of the Transactions;
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“Closing Date” are to July 18, 2022, the date the Closing actually occurred;
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“Common Stock” are to our shares of Class A common stock, par value $0.0001 per share;
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“Consent Solicitation” is to the solicitation of consents commenced on September 16, 2022, by us from holders of the outstanding warrants to amend the Amended and Restated Warrant Agreement;
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“Continental” are to Continental Stock Transfer & Trust Company, our transfer agent, warrant agent and trustee of the trust account;
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“COVID-19” are to the coronavirus and related pandemic;
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“Domestication” are to the transfer by way of continuation and deregistration of ITHAX from the Cayman Islands and the continuation and domestication of ITHAX as a corporation incorporated in the State of Delaware, which was effectuated on July 18, 2022;
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“Earn-Out Agreement” are to that certain Earn-Out Agreement, dated as of December 20, 2021, by and between ITHAX, Mondee, and certain signatories thereto, pursuant to which we may issue up to 9,000,000 shares of our Common Stock that vest upon achievement of certain milestones;