Dimitrios Athanasopoulos - 18 Jul 2022 Form 4 Insider Report for Mondee Holdings, Inc.

Footnote F1

In connection with the completion of the initial business combination (the "Business Combination") of Mondee Holdings, Inc., a Delaware corporation, formerly known as ITHAX Acquisition Corp., a Cayman Islands exempted company (the "Issuer"), 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, the Class B ordinary shares, par value $0.001 per share, of the Issuer (the "Class B Ordinary Shares") automatically converted into shares of Class A Common stock, par value $0.0001 (the "Class A Common Stock") on a one-for-one basis for no additional consideration. As part of the Business Combination, ITHAX Acquisition Corp. changed its name to Mondee Holdings, Inc.

Footnote F2

The Reporting Person is a shareholder of GMDA Capital Opportunities Ltd., an entity organized under the laws of Cyprus ("GMDA"), and a managing member of ITHAX Acquisition Sponsor LLC, a Delaware corporation (the "Sponsor"). As such, the Reporting Person has voting and investment discretion with respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the Class A Common Stock held directly by the Sponsor and disclaims any beneficial ownership of the reported shares of Class A Common Stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly. In connection with the execution of the Business Combination Agreement, the Sponsor entered into that certain

Footnote F3

Pursuant to that certain Securities Assignment Agreement, dated October 28, 2020 (the "Assignment Agreement") by and between the Sponsor and George Syllantavos, an individual ("Syllantavos"), the Sponsor agreed to transfer to Syllantavos four percent of the Class B Ordinary Shares held by the Sponsor, with such percentage including the 10,000 Class B Ordinary Shares transferred by the Sponsor to Syllantavos on October 28, 2020, promptly following the consummation of the Business Combination. In connection with the Business Combination, all of the outstanding Class B Ordinary Shares automatically converted into shares of Class A Common Stock, on a one-for-one basis with no additional consideration. Thus, on July 18, 2022, the Sponsor transferred 206,550 shares of Class A Common Stock to Syllantavos pursuant to the Assignment Agreement.

Footnote F4

The Sponsor is the record holder of 232,500 warrants of the Issuer (the "Warrants") representing the right to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Warrants become exercisable on August 17, 2022. The Reporting Person is a shareholder of GMDA, a managing member of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the Warrants held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of Warrants held directly by the Sponsor. The Reporting Person disclaims any beneficial ownership of the reported Warrants other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Footnote F5

As of July 18, 2022, the Reporting Person resigned as chief financial officer, treasurer, and director of the Issuer, and in connection with the completion of the Business Combination, the Reporting Person no longer beneficially owns more than 10% of the outstanding securities of the Issuer. Thus, the Reporting Person is no longer subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended