James Dullum - Jul 18, 2022 Form 4 Insider Report for Mondee Holdings, Inc. (MOND)

Role: Chief Operating Officer
Signature: /s/ James Dullum
Stock symbol: MOND
Transactions as of: Jul 18, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/20/2022, 09:55 PM
Next filing: Dec 14, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MOND	Restricted Stock Units	Award		+112K			112K	Jul 18, 2022	Class A Common Stock, par value $0.0001 per share	112K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 18, 2022, Mondee Holdings, Inc., a Delaware corporation, formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company (the "Issuer"), consummated its business combination (the "Business Combination") in accordance with that certain business combination agreement, dated December 20, 2021, by and among the Issuer, Mondee Holdings II, LLC, and other parties thereto (the "Business Combination Agreement").
F2	Pursuant to that certain employment agreement, effective as of the closing date (the "Closing Date") of the Business Combination, by and between the Reporting Person and Mondee, Inc. ("Mondee") and filed as Exhibit 10.45 to the Issuer's Registration Statement on Form S-4/A, filed on June 24, 2022 in connection with the Business Combination, Mondee agreed that it would award the Reporting Person 112,000 restricted stock units (the "RSUs") of the Issuer. The RSUs vested on July 18, 2022, and the Issuer will deliver the underlying shares of its Class A common stock, par value $0.0001 per share, on January 18, 2023. The RSUs are subject to the terms and conditions of the Mondee Holdings, Inc. 2022 Equity Incentive Plan, filed as Exhibit 10.4 to the Issuer's Form S-4/A filed on June 24, 2022 in connection with the Business Combination.

Content

On July 18, 2022, Mondee Holdings, Inc., a Delaware corporation, formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company (the "Issuer"), consummated its business combination (the "Business Combination") in accordance with that certain business combination agreement, dated December 20, 2021, by and among the Issuer, Mondee Holdings II, LLC, and other parties thereto (the "Business Combination Agreement").

Pursuant to that certain employment agreement, effective as of the closing date (the "Closing Date") of the Business Combination, by and between the Reporting Person and Mondee, Inc. ("Mondee") and filed as Exhibit 10.45 to the Issuer's Registration Statement on Form S-4/A, filed on June 24, 2022 in connection with the Business Combination, Mondee agreed that it would award the Reporting Person 112,000 restricted stock units (the "RSUs") of the Issuer. The RSUs vested on July 18, 2022, and the Issuer will deliver the underlying shares of its Class A common stock, par value $0.0001 per share, on January 18, 2023. The RSUs are subject to the terms and conditions of the Mondee Holdings, Inc. 2022 Equity Incentive Plan, filed as Exhibit 10.4 to the Issuer's Form S-4/A filed on June 24, 2022 in connection with the Business Combination.