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

Role: Chief Financial Officer
Signature: /s/ Daniel Figenshu
Stock symbol: MOND
Transactions as of: Jul 18, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/20/2022, 09:56 PM
Next filing: Apr 19, 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		+120K			120K	Jul 18, 2022	Class A Common Stock, par value $0.0001 per share	120K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Pursuant to that certain employment agreement (the "Employment Agreement"), effective as of September 30, 2021, by and between the Reporting Person and Mondee Inc. ("Mondee"), Mondee agreed that upon the closing of a business combination with a special purpose acquisition company (a "SPAC"), so long as the Reporting Person remained employed by Mondee until the closing of such business combination, then the Reporting Person would be entitled to receive a number of restricted stock units ("RSUs") of the post-business combination entity equal to $1,196,000.00, divided by the stock price of securities of the SPAC initially offered to the public.
F2	Mondee consummated its initial business combination (the "Business Combination") pursuant to that certain business combination agreement, as amended, dated December 20, 2021, by and among ITHAX Acquisition Corp., Mondee Holdings II, LLC, and other parties thereto, on July 18, 2021. As part of the Business Combination, ITHAX Acquisition Corp. changed its name to Mondee Holdings, Inc. (the "Issuer"). Pursuant to the Employment Agreement, the RSUs vested on July 18, 2022, and the Issuer will deliver the underlying shares of 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

Pursuant to that certain employment agreement (the "Employment Agreement"), effective as of September 30, 2021, by and between the Reporting Person and Mondee Inc. ("Mondee"), Mondee agreed that upon the closing of a business combination with a special purpose acquisition company (a "SPAC"), so long as the Reporting Person remained employed by Mondee until the closing of such business combination, then the Reporting Person would be entitled to receive a number of restricted stock units ("RSUs") of the post-business combination entity equal to $1,196,000.00, divided by the stock price of securities of the SPAC initially offered to the public.

Mondee consummated its initial business combination (the "Business Combination") pursuant to that certain business combination agreement, as amended, dated December 20, 2021, by and among ITHAX Acquisition Corp., Mondee Holdings II, LLC, and other parties thereto, on July 18, 2021. As part of the Business Combination, ITHAX Acquisition Corp. changed its name to Mondee Holdings, Inc. (the "Issuer"). Pursuant to the Employment Agreement, the RSUs vested on July 18, 2022, and the Issuer will deliver the underlying shares of 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.