Jesus Portillo - Apr 20, 2023 Form 4/A Insider Report for Mondee Holdings, Inc. (MOND)

Role: Chief Financial Officer
Signature: /s/ Jesus Portillo
Stock symbol: MOND
Transactions as of: Apr 20, 2023
Transactions value $: $0
Form type: 4/A
Date filed: 1/3/2024, 09:12 PM
Date Of Original Report: Apr 20, 2023
Next filing: Jan 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MOND	Class A Common Stock, par value $0.0001 per share	Award		+180K	+72%		430K	Apr 20, 2023	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On April 20, 2023, the Reporting Person filed a Form 4, which inadvertently failed to report that pursuant to that certain employment agreement, effective as of April 20, 2023, by and between Mondee Holdings, Inc., a Delaware corporation (the "Issuer") and the Reporting Person (the "Employment Agreement"), the Issuer agreed to issue to the Reporting Person up to 180,000 shares of Common Stock (the "Earn-Out Shares") under that certain Earn-Out Agreement, dated as of December 20, 2021, by and among the Issuer and the other parties thereto (the "Earn-Out Agreement").
F2	Subject to certain vesting and forfeiture terms in the Earn-Out Agreement, the Issuer agreed to grant the Earn-Out Shares to the Reporting Person in eight equal installments over two years, with the first installment of 22,500 Earn-Out Shares being issued on July 20, 2023, and the final 22,500 Earn-Out Shares being issued on April 20, 2025, so long as the Employment Agreement has not been terminated either due to the Reporting Person's voluntary termination of the Employment Agreement or by the Issuer for Cause (as defined in the Employment Agreement).

Content

On April 20, 2023, the Reporting Person filed a Form 4, which inadvertently failed to report that pursuant to that certain employment agreement, effective as of April 20, 2023, by and between Mondee Holdings, Inc., a Delaware corporation (the "Issuer") and the Reporting Person (the "Employment Agreement"), the Issuer agreed to issue to the Reporting Person up to 180,000 shares of Common Stock (the "Earn-Out Shares") under that certain Earn-Out Agreement, dated as of December 20, 2021, by and among the Issuer and the other parties thereto (the "Earn-Out Agreement").

Subject to certain vesting and forfeiture terms in the Earn-Out Agreement, the Issuer agreed to grant the Earn-Out Shares to the Reporting Person in eight equal installments over two years, with the first installment of 22,500 Earn-Out Shares being issued on July 20, 2023, and the final 22,500 Earn-Out Shares being issued on April 20, 2025, so long as the Employment Agreement has not been terminated either due to the Reporting Person's voluntary termination of the Employment Agreement or by the Issuer for Cause (as defined in the Employment Agreement).