Mondee SPAC

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#1MONDEE INVESTOR PRESENTATION December 2021#2ITHAX Acquisition Corp. Introduction ITHAX Acquisition Corp. is a strategic collaboration between Ithaca Capital Partners and the Principals of AXIA Ventures Group ITHACA CAPITAL PARTNERS MIRA Proven track record in travel and prime hospitality investments - five properties acquired and/or asset-managed since its founding in 2017 Positive returns to date, driven by refinancing and asset disposals www Orestes Fintiklis ITHAX CEO & Chairman Ithaca Capital Founder ITHAX ACQUISITION CORP Dimitrios Athanasopoulos ITHAX CFO, Treasurer & Director AXIA Ventures Founder AXIA ^^ ▪ Management team has 40+ years of combined experience in real estate, hospitality investments, asset management and operations, in addition to 70+ years combined experience in transaction, finance, and investment advisory experience Rahul Vir ITHAX Director Ex-Marriott CALA Vice President ▪ ITHAX team has an established substantial track record in the hospitality sector, including the acquisition or development of over 70+ hotels and resorts, as well as asset management and operations of over 280 hotels and resorts ■ Management has strong networks in the hospitality and real-estate space MONDEE Leading US and EU investment bank; active in the leisure real estate sector; market leader in peripheral Europe George Syllantavos ITHAX Director Serial SPAC Entrepreneur Recently concluded real estate transactions with market value of $3B, and non-RE transactions with deal value over $28B Carlos N.Guimarães ITHAX Director Invest Tur Brasil Founder © 2021 All Rights Reserved | Confidential | 2#3Mondee Investment Highlights Profitable high growth disruptor ... $3bn¹ Travel Marketplace; 41-63% CAGR '15-'19²; $177m¹ Net Revenue³; $46m¹ EBITDA³ NextGen Travel Marketplace with unmatched access to unique content and fares Marketplace seamlessly connecting travel suppliers with vast network of Gig agents, corporations and consumers MONDEE Modern disruptive technology platform and interface Indispensable operating system to travel ecosystem, disrupting legacy OTA and incumbent platforms OTO 8 888 880 MONDEE Significant barriers to entry and market leadership Market leadership protected by triple moat on content, distribution and unique technology Proven management team Decades of travel & technology industry experience, track record of growth & navigating the pandemic Extensive organic and inorganic growth opportunities Significant opportunities to accelerate growth through adjacent content and distribution networks Proven track record of building scale through acquisitions Successfully acquired and integrated 14 companies, starting with content followed by tech and distribution Attractive valuation Compelling risk adjusted trade when compared to comps and travel market company valuations in general Ỗ 1:3bn = total sales volume in 2019 and 177m = net revenue for 2019 financial year; 2.41% = organic CAGR (based off business in place in 2015) and 63% = CAGR including accretive M&A during the period; 3. Adjusted EBITDA is a non-GAAP financial measure, calculated as EBITDA as reported minus one-time non-recurring expenses as well as COVID-19 revenue adjustments and reversals. See "Disclaimer - Non-GAAP Financial Measures" © 2021 All Rights Reserved | Confidential | 3#4Transaction Summary Mondee Holdings is combining with ITHAX Acquisition Corp. in a SPAC transaction expected to close in 2022 ■ ■ ■ ■ Key Highlights Valuation: Fully diluted Enterprise Value of $842M and a pre-money equity valuation of $608M Multiples: 10.5x 2023E EV/ Organic EBITDA multiple or 7.2x 2023E EV/ Organic + Inorganic EBITDA multiple Pro forma post closing equity valuation of $967 million Mondee to receive $291.5 million in gross proceeds as a result of the transition - $241.5M¹ from SPAC cash in trust and $50M² from PIPE No secondary element. Proceeds to be used to fund acquisitions, optimize capital structure, and for general corporate purposes Estimated Sources and Uses (Dollars, Millions) Sources ($M) Public entity cash in trust¹ Private placement (PIPE)² Company rollover SPAC Sponsor equity Existing cash on balance sheet Total Sources ($M) Uses ($M) Company rollover Cash to surviving entity balance sheet 608.0 Repayment of debt 67.1 35.0 1,001.6 1. Assuming no redemptions 2. Minimum of $50M 241.5 50.0 SPAC Sponsor equity Payment of est. transaction expenses Total Uses ($M) 608.0 151.5 150.0 67.1 25.0 1,001.6 Illustrative Pro Forma Valuation (Dollars, Millions) Share price Pro Forma Shares Outstanding¹ Equity Value (+) Pro Forma Debt (-) Pro Forma Cash Pro Forma Enterprise Value Sources: Mondee and ITHAX financials. Mondee financials based on AICPA standards; may be adjusted on application of PCAOB standards. Notes: SPAC Public Shareholders Pro Forma Ownership SPAC Sponsor PIPE Public Shareholders 5% 25% 7% 63% Mondee Shareholders MONDEE $10.00 96.7 $967 $27 ($152) $842 2021 All Rights Reserved | Confidential | 4#5Massive Market Opportunity with Secular Tailwinds Mondee targets the $1T gig economy, remote worker, leisure travel agent, SME, membership organization and value-savvy travel market; which is growing rapidly, increasing in choice and complexity, seeking seamless assistance and curation MONDEE Self-Service Consumer¹ Travel Metasearch trivago KAYAK Airline, Hotel, Car Rental Sites Sources: IBIS, PhocusWright Notes: Marriott ADELTA Market OTAS³ ● Expedia Booking.com Global travel market, 2019 Bookings = $1.9T $0.9T $1.0T 47% Rise of the gig economy • Travel agent relevance ● Operating technology transformation • Mobile-forward, conversational commerce 53% Assisted/Affiliated Consumer Market Travel Trends Gig Economy workers ● ● Assisted/Affiliated Consumer² ● Travel Agencies Associations Travel MONDEE SME's and Businesses Clubs & Closed User Groups 1. Individual Consumer Self-service Travel defined as a travel-related transaction between a supplier or business and a consumer online, not affiliated with a specific organization [generally B2C] 2. Assisted Affiliated Consumer Travel defined as a travel-related transaction between a business and another business or members of an organization (Associations, clubs, etc.) [generally B2B] OTAS are Online Travel Agencies - companies that allow consumers to book travel directly via the Internet 3. 4. TMCs are Travel Management Companies - travel agencies that manage organizations' corporate or business travel program Membership Organizations Consumer Always connected and information enabled Increasing choice and requirements Curated, personalized experiences Value-savvy TMC's4 Home based Agents Connected Value-Savvy Consumer © 2021 All Rights Reserved | Confidential | 5#6Mondee - A Modern Marketplace for the Gig Economy The next generation consumer is here ... always connected, information empowered ... requiring a new marketplace and modern engagement models. Mondee is that marketplace ... adding significant value to ALL players in the travel ecosystem Gig Economy Workers • Agile Operating System ● Full Suite of Business Tools • Full Content Access ● Travel Suppliers • Excess Inventory Channel • Niche Market Targeting • Revenue & Yield Optimization • Value Added Distribution Partners Transaction Volume Rich Content Sharing FinTech Solutions ● ● ● ● (10 ● ● ● Toal MONDEE A Modern Marketplace NextGen Operating system Rich & Global Content Hub Full FinTech Conversational Commerce • MarTech enabled Mobile-forward MONDEE Leisure Travelers • Curated Content, Personalized Experiences Hybrid Platforms - Self-service & Assisted Value-priced • Any-device Connectivity ● Small and Medium-Sized Businesses • Personalized Employee Engagement Value-priced Content • Reduced Travel Spend ● • Engagement-to-reporting Management Membership Organizations • Member Benefits • Value-based Programs • Self Service Platforms © 2021 All Rights Reserved | Confidential | 6#7Mondee's Diversified Business Model The Mondee revenue model is diversified across multiple points of value-add Assisted, Affiliated Consumer Travel Market Activity Monetization Transactions 1 1 I Markup Revenue $ Gig Economy & Leisure Travel Agents Ancillary Sales Value-savvy Connected Consumer Ancillaries Revenue $ SME's & Businesses MONDEE Membership Organizations Modern Marketplace Distribution Volumes Partner Fees Supplier Content Supplier Fees $ Fin-Tech Consumer Transactions Subscriptions Transaction Revenue $ MONDEE Revenue Basket Subscription Fees $ MONDEE © 2021 All Rights Reserved | Confidential | 7#8Accelerating Travel Market Trends Rapidly changing consumer and business travel trends further accelerated by pandemic, and Mondee is continuously adapting to expand its relevance and enhance its market share in this dynamic environment Themes Everything is changing Everything is connected Everything is subscription Implications for travel ● ● Consumers require additional information, flexibility, and assurance Businesses will likely control travel budgets tightly and seek cost savings Travel suppliers will need targeted support in refilling excess capacity Real-time multichannel communication and Mobile commerce is becoming the norm Consumers increasingly demanding personalized unified experiences Curation of unlimited choice of popular or unique value-added offerings Subscription services are likely to become increasingly mainstream Service providers will need to provide distinctive sources of value to keep consumers engaged Notes: 1. Ancillaries are add-on products sold in conjunction with a flight or hotel booking, including insurance, price-drop protection, automatic check-in, baggage protection, premium customer support packages, and more MONDEE Mondee's Modern Marketplace Curated content rich marketplace NextGen conversational commerce technology New ancillaries¹ = Consumer flexibility and assurance FinTech and MarTech enabled platforms > Seamless multichannel communication platforms All Mondee products aiming to have subscription components by EOY 2021 © 2021 All Rights Reserved | Confidential | 8#9Proven Track Record of Rapid Growth and Market Share Expansion Mondee is building on a track record of exponential profitable growth, disruptive market penetration and delivering on key operating metrics since launching its initial modern operating system. Net Revenue Dollars, Millions Market share² (%) Sources: Mondee financials, Phocus Wright Notes: MONDEE founded 2011 TRIPPRO launched¹ 25 2015 1.9 48 2016 2.2 1. In conjunction with the launch of TripPro, Prasad Gundumogula led a management buyout of the business and became CEO 2. Market share defined as Mondee's gross revenue as a proportion of gross revenues generated from B2B airfares for the North American market 63% CAGR, incl. M&A 41% Organic CAGR 54 2017 2.4x Market share growth 2.4 75 2018 3.5 77 100 2019 4.6 MONDEE Acquisitions Organic growth © 2021 All Rights Reserved | Confidential | 9#10Mondee's Evolution and Future Roadmap Mondee's early years laid the foundation for sustainable growth. COVID-19 provided an opportunity for the company to become even more cost efficient and customer-centric. Mondee's next chapter aims to further disrupt the gig economy, remote worker and value-savvy consumer travel market Foundation and Early Years (2011-19) ▪ Acquired the content Built the platform ▪ Transformed the travel agency segment ▪ Accelerated revenue and profit growth COVID-19 and Recovery (2020-21) Improved efficiency Invested ahead of the market ■ Completed opportunistic acquisitions Launched new products Broad Transformation (2022+) ▪ Refine the first travel platform for gig economy workers Extend Mondee's marketplace to new customer segments ▪ Continue to modernize travel for ALL participants MONDEE © 2021 All Rights Reserved | Confidential | 10#11Customer Challenge - Outdated Travel Operating Systems Travel agents, TMCs and OTA's still use mostly legacy distribution technology platforms for travel search and booking Legacy Distribution Technology Platforms COMAND... XXXX COMAND... XXXX COMAND COMAND... XXXX COMAND COMAND COMAND... XXXX COMAND... XXXX COMAND... XXXX COMAND COMAND COMAND COMAND COMAND... XXXX COMAND COMAND... XXXX ... XXXX MacBook Air Travel Agent MONDEE Airfares and hotel rates are consolidated via legacy distribution technology platforms ▪ These platforms have severe limitations Incomplete content (e.g., no low-cost carriers, no alternative accommodations) Text-based; not extendable to mobile Lack of modern messaging capabilities Credit-card focused for payments 1 2 3 4 5 Inability to link search results and marketing messaging ▪ This results in inefficiencies, lower productivity, and reduced competitiveness for travel agents nd TMCs © 2021 All Rights Reserved | Confidential | 11#12Mondee's Solution - A Modern Travel Marketplace Platform Mondee's platform connects travel suppliers with businesses and their consumers, optimizing the experience for all stakeholders Airlines Hoteliers Wholesalers Ancillary providers 3 Mo 4 5 On May LOT OKAPET SR75 AE ARTS FLEABLE SFO 10:30 AM wwww 50 P Mondee's Platform United Airlines Lot Polish Airlines WAW) 12 50 PM SFO 07:35 PM Fight www: 12.50 PM SFO: 07 30 AM 15/122521 MacBook Air Pove USD $459,75 C Select Pe FC Obe USD $754.05 SAMAR Select Thing Ot 7 stops 12 1 Comprehensive global content 2 xAirines 1994 Rest Al 14075 545 Flight Times Time Day ng Fn San Francisco Modern user experience, extendable to Mobile Full suite of communication tools - integrated phone, email, SMS, chat Fintech platform, tailored to the travel market Multi-channel marketing platform Travel Agents Corporations SMEs and Nonprofits Consumers (subscription members) MONDEE © 2021 All Rights Reserved | Confidential | 12#13Mondee is a Revolutionary Travel Technology Platform By combining content, technology, and distribution at scale, Mondee's platform aims to be the default operating system for segment-targeted travel search, booking, service and more ■ Highly automated, multi-channel service platform Artificial Intelligence-driven pricing, shopping, and booking platform ▪ Marketing and Customer Relationship Management (CRM) platform, including commerce via messaging tools ■ Travel-specific payments platform App-center and marketplace, with one-click merchandising ■ Sources: Mondee customer and supplier databases Notes: 2. Technology 68 Content MONDEE )+0 Distribution 8 88 1. NDC is New Distribution Capability, an XML-based data transmission standard that is meant to transform the way the travel industry sells its products and addresses shortcomings of existing airline data transmission standards (now 40+ years old) IATA has 60,000 accredited members worldwide Direct relationships with 500+ airlines and 100+ hotel aggregators; 900K+ lodging properties, for content MONDEE Scale and distribution network enables access to exclusive inventory Highly complex, rules-based content. updated in real-time 50,000+ travel agency customers² Strong partnerships with GDS, and NDC¹ certified Enterprise corporate customers Direct channels to leisure travelers © 2021 All Rights Reserved | Confidential | 13#14Best-in-Class Products Tailored for the Gig Economy Travel Market Mondee's products now serve a variety of different customer segments across the B2B travel landscape Rocketrip cripplanet Launch date Target segment Description Customer base TRIPPRO 2015 Travel agents TMCs Platform for travel search, booking, and more 50,000+ agents 2013 (acquired in 2020) Large corporations. Incentive platform that reduces corporate travel spending 50+ corporations June 2021 SMES ■ Nonprofits Membership organizations Discount online booking site, with enhanced service 4M+ members MONDEE unpub August 2021 Subscribers, including consumer members Discount online subscription-based booking Soft launch/testing © 2021 All Rights Reserved | Confidential | 14#15Multi-pronged Growth Strategy to Capitalize on Market Trends Mondee has multiple levers for growth across content, technology, and distribution, both organically and via acquisitions 1 6.7 2 3 DISTRIBUTION Grow Gig Economy market share, with "Travel Solutions in a Box" and in part through international expansion Mondee has <10% share of travel agencies globally Acquire new enterprise, mid-size, and small business customers, with RocketTrip and TripPlanet market penetration Total global business travel spend in 2019 was $1.2T Redefine the boundaries of affiliated and assisted consumer travel, via membership organizations with value priced programs Almost 100% of leisure travel consumers are associated with at least one membership organization Sources: Mondee customer and supplier databases, PhocusWright, IATA, Statista 4 5 6 TECHNOLOGY Extend the platform to serve new customer segments, such as small businesses 25M+ small businesses book travel online, and get no special treatment Monetize new features like fraud protection, marketing tools and ancillaries Over 40% of consumers now select an ancillary (e.g., trip insurance) when booking a flight Launch "Travel Solutions in a Box" allowing gig workers to become travel agents at low cost + effort Enabling a new pool of workers could increase the travel agent market by 10x+ 7 8 9 MONDEE CONTENT Expand exclusive flight content, working with airlines that need to fill planes, post-COVID-19 Flights are only 60% full in 2021 on average, versus 80%+ pre-COVID-19 Increase hotel bookings among existing travel agency customers = Fast Fact Hotels account for only 10% of Mondee's bookings today Add new categories of travel content, including cruises, dynamic packages, and entertainment Over 70% of cruises in the market are booked by travel agents © 2021 All Rights Reserved | Confidential | 15#16Proven Ability to Execute On Synergistic Acquisitions Mondee has been successful in executing and maximizing the value of acquisitions, regardless of market conditions 1 2 3 4 2011 FOUNDATION Skylink Largest N. American consolidator serving the Indian subcontinent Exploretrip Retail flight business and technology platform cFares Metasearch engine C&H Largest N. American consolidator serving Asia 5 6 7 2012 2013-2018 TransAm Largest N. American wholesaler serving South America and the South Pacific Hariworld Consolidator focused on the Middle East and Southeast Asia Aavan Vacations Tour company with extensive content 1 2 3 4 2019 LBF Travel Retail travel company with extensive call center operations Hotelwiz Hotel content hub Bookingwiz Marketing and ad platform for travel Avia Travel Travel club platform COVID-19 5 6 7 2020 Cosmopolitan Travel Services Largest and fastest growing N. American wholesaler Leto Travel Canadian consolidator Rocketrip Corporate travel incentives platform MONDEE Content Technology Distribution © 2021 All Rights Reserved | Confidential | 16#17Robust Pipeline of Potential Strategic Assets Mondee has assembled a strong pipeline of 10+ potential acquisition targets representing an estimated $225M in incremental net revenue and $45M in EBITDA, excluding synergies # 1 2 3 4 5 6 Product-focus Air Air, Hotel Package Air, Hotel Cruise Seven Other (Air, Hotel, Package, Tour, Corporate) Categories Content Content Technology, Distribution Content Content, Technology, Distribution Content, Technology, Distribution Est. Revenue ($M) 50 40 30 25 10 70 Sources: Mondee and acquisition target discussions Notes: * Revenue and EBITDA estimates are based on discussions only and are subject to change based on the execution of definitive documentation Est. EBITDA margin (%) 30 15 10 20 15 10-50 MONDEE $225M Revenue $45M EBITDA 8 of 12 can potentially be executed in the near-term © 2021 All Rights Reserved | Confidential | 17#18Proven Enterprise Level Management Team Mondee has a track record of building a team of seasoned entrepreneurs and execution proven executives, who - together - have 100+ years of combined experience in the travel industry Prasad Gundumogula Founder and CEO Serial entrepreneur. Founder of Metaminds, Explore Trip, LogixCube, POD Technologies with successful exits Michael Thomas President Retail Serial entrepreneur, former LBF Travel Founded and sold businesses to Amadeus and Travelport Jim Dullum COO Experienced travel and technology executive and entrepreneur. Former EDS (an HP company), BTI Americas, Citicorp Michalis Tsakos President - Wholesale Entrepreneur, founded and grew CTS into the largest, fastest growing consolidator in North America Dan Figenshu CFO Experienced CFO and entrepreneur. Former Rocketrip, Mic, The Blaze Venkat Pasupuleti CTO Experienced CTO and entrepreneur, Former Avesta, Zoom Interview, Eze Technologies MONDEE Raja Venkatesh EVP, Corp. Development Experienced public company CFO with significant M&A experience, Former Myricom, Daystar Tech, Viador and TeraBurst Networks Yuvraj Datta CCO Experienced travel executive focused on supplier and revenue management, Former Skylink © 2021 All Rights Reserved | Confidential | 18#19Key Financial Metrics Review Mondee has a track record of delivering on key operating metrics and expects to continue this trend through 2023. Actions taken during COVID-19 are already making a difference Tickets Millions 2.6 * 2017 Sources: Company financials Notes: 5.4 2019 6.2 2023F Revenue per ticket Dollars 21.0 2017 31.0 2019 42.6 2023F Adj. EBITDA¹ margin Percent See "Disclaimer - Use of Projections" for all forward-looking projections contained on this page 1. Adjusted EBITDA is a non-GAAP financial measure, calculated as EBITDA as report minus one-time non-recurring expenses as well as COVID-19 revenue adjustments and reversals. See "Disclaimer - Non-GAAP Financial Measures" 14.0% 2017 Actions taken in 2020 and 2021 aim to position Mondee to achieve 2023 targets 26.0% 2019 ▪ Tickets. Excluding growth opportunities such as TripPlanet and Unpub ▪ Revenue per ticket. Dynamic pricing, full suite of ancillaries, GDS/NDC contract renegotiations and acquisitions + launches of subscription businesses 30.0% 2023F MONDEE © 2021 All Rights Reserved | Confidential | 19#20Revenue and EBITDA Projections Mondee expects to deliver $265M in Net Revenue in 2023 and $80M in Adjusted EBITDA, in line with industry consensus of a full post-pandemic recovery of the travel sector by the end of that year Net Revenue Dollars, Millions 54.1 Source: Company financials Notes: * 2017 2. 75.1 2018 Projections are based primarily upon a recovery in Mondee's core business to pre-COVID-19 levels and do not include upside from new organic growth strategies, increase in market share or acquisitions 177.8 2019² 54.2 2020² 49% growth 65.2 2021 152.8 2022 265.2 2023 Adjusted EBITDA¹ Dollars, Millions 7.8 See "Disclaimer - Use of Projections" for all forward-looking projections contained on this page 1. Adjusted EBITDA is a non-GAAP financial measure, calculated as EBITDA as reported minus one-time non-recurring expenses as well as COVID-19 revenue adjustments and reversals. See "Disclaimer - Non-GAAP Financial Measures" Pro-forma, due to acquisitions 2017 12.3 2018 46.1 2019² -12.02 2020 74% growth 1.2 2021 MONDEE 24.1 2022 80.1 2023 © 2021 All Rights Reserved | Confidential | 20#21Net Revenue to Adjusted EBITDA No material increase in market share assumed Net revenue growth driven by increased tickets and revenue per ticket expansion COVID-19 era productivity improvements, main variable cost being marketing Dollars, Millions * 15% '19-23 ticket growth, well below historic average 2019-23 Change (%) 1. 177.8 Source: Company financials Notes: 2. 2019 Net revenue 27.6 Ticket growth 16 Driven by dynamic pricing and ancillary attach rate 19.1 23 19.4 Front-end Fintech markup + solutions ancillaries NA² 18.8 2.5 Improved Subscription supplier terms revenue 21 50 265.2 2023 Net revenue 49 110.2 Sales and marketing 35 See "Disclaimer - Use of Projections" for all forward-looking projections contained on this page Adjusted EBITDA is a non-GAAP financial measure, calculated as EBITDA as reported minus one-time non-recurring expenses as well as COVID-19 revenue adjustments and reversals. See "Disclaimer - Non-GAAP Financial Measures" 2 In 2019 there were no material Fintech revenues Bulk of expense is marketing cost to drive ticket growth 54.7 Other expense 9 100.3 2023 EBITDA Markup GDS/NDC Ancillaries Fin-Tech MONDEE One-time COVID-19, growth, and public company expenses 20.3 One-time adjustments Override Subscription 80.0 2023 Adjusted EBITDA¹ © 2021 All Rights Reserved | Confidential | 21#22Profit and Loss Statement Mondee is expected to return to positive Adjusted EBITDA in 2021, with strong increase in 2022 and 2023 driven by higher revenue per ticket, higher sales and marketing spend, and a lean, post-COVID-19 operating structure. Mondee Consolidated Financial Statements Income Statement (Millions) Income Statement Tickets Gross Revenue Total Net Revenue Y/Y Growth Y/Y Organic Growth Sales & Marketing Costs Other Costs Total Operating Expenses % Margin EBITDA, as reported One-time/Non-recurring COVID-19 Refunds & Revenue Reversals Adjusted EBITDA¹ % Margin Source: Company financials Notes: 2017A 2.6 $1,278.5 $54.1 ΝΑ ΝΑ $22.4 23.9 $46.3 86% $7.8 $7.8 14% 2018A 3.2 $1,153.7 $75.1 ΝΑ 39% $40.1 22.7 $62.8 84% $12.3 $- $12.3 16% 2019PF (1) 5.4 $3,130.0 $177.8 137% 33% $81.9 50.8 $132.7 75% $45.1 $1.0 $46.1 26% 2020PF (2) 1.3 $435.9 $54.2 (70%) (50%) $31.3 65.1 $96.4 178% ($42.3) $- (30.2) ($12.0) NM * See "Disclaimer - Use of Projections" for all forward-looking projections contained on this page 1. Adjusted EBITDA is a non-GAAP financial measure, calculated as EBITDA as reported minus one-time non-recurring expenses as well as COVID-19 revenue adjustments and reversals. See "Disclaimer - Non-GAAP Financial Measures" 2021E 1.3 $719.2 $65.2 20% ΝΑ $34.1 34.4 $68.5 105% ($3.3) $- (4.5) $1.2 2% 2022E 3.3 $1,710.3 $152.8 134% ΝΑ $71.4 57.3 $128.7 84% $24.1 $- $24.1 16% 2023E 6.2 $3,353.7 $265.2 74% ΝΑ $110.2 74.9 $185.1 70% $80.1 $80.1 30% MONDEE © 2021 All Rights Reserved | Confidential | 22#23Net Revenues and EBITDA with Growth Levers Substantial Revenue and EBITDA upside with highly predictable organic growth and M&A Strategy Net Revenue with Growth Levers Dollars, Millions 265 Underwriting Case (2023) 60 Revenue per Ticket of $52¹ Source: Company estimates Notes 70-90 Market Share Increase by 2-3% 40-60 New Subscription Products² 435-475 Total Organic Growth 1. Historical revenue per ticket for period of 1 January 2021 to 30 September 2021 2. Tripplanet and Unpub 3. Excludes sizeable revenue and cost synergies 225 M&A³ EBITDA with Growth Levers Dollars, Millions 80 Underwriting Case (2023) 35 Revenue per Ticket of $52¹ 20-30 20-30 New Market Share Increase by Subscription 2-3% Products² 155-175 MONDEE Total Organic Growth 45 M&A³ © 2021 All Rights Reserved | Confidential | 23#24Comparables Selection Mondee has no direct comparables, hence a selection of global travel B2B, B2C, and GDS businesses provide a proxy for valuation Geographic presence End market Retail exposure Corporate Customer mix CapEx requirement³ Sources: Public filings Notes: B2B B2C B2E MONDEE Global B2E¹ Corporate ctm EMEA APAC BOOKING HOLDINGS Global OTA 1. B2E Travel defined as a relationship between a business and a enterprise, most commonly for the purposes of facilitating employee business travel 2. AMS and SABR do not offer booking capability directly to consumers 3. CapEx as % of 2019A Revenue. 14 = < 5%, 1% = 5-10%, 34 = 10-15%, Full =>15% e expedia group Global AMADEUS Global GDS 2 Sabre Global 2 MONDEE © 2021 All Rights Reserved | Confidential | 24#25Valuation Comparables are trading at ~10-14x 2023 EV/EBITDA, ~13-20x adjusting for capex. The implied valuation for Mondee represents a deep discount to comparables, despite Mondee's much higher historic growth rate. 2023F EV/(EBITDA- CapEx¹) Multiple² 2023F EV/EBITDA¹ Multiple² 2023F P/E¹ Ratio Revenue CAGR, 2015-19 (%) Sources: Public filings, Capital IQ Notes: 11.0x MONDEE Organic 10.5× MONDEE Organic 14.4x 41.0 7.4x MONDEE Organic + Acquisitions 7.2x MONDEE Organic + Acquisitions 9.0x 63.0 1. Market data as of 7 December 2021 2. Using fully-diluted transaction valuation including sponsor equity and transaction costs. B2E Corporate 15.9x ctm 13.7x ctm 22.5× 17.7 14.4x BOOKING HOLDINGS 13.5x BOOKING HOLDINGS 17.9x 13.0 OTA 13.1x e expedia group 9.9x e expedia group 15.7x 16.0 19.4x AMADEUS 13.5× AMADEUS 23.1x 10.1 GDS MONDEE 14.4x Sabre 11.8x Sabre 21.7x 7.6 © 2021 All Rights Reserved | Confidential | 25#26Travel-Sector Public Companies - Current Valuation Levels 2023F EV/EBITDA¹ Multiple 2023F P/E¹ Ratio 2023F Net Leverage Ratio Revenue CAGR, 2015-19 (%) Sources: Public filings, Capital IQ Notes: 1. Market data as of 7 December 2021 10.5× MONDEE Organic 14.4x MONDEE Organic 1.4x 41.0 12.4x 18.5× 17.9x OTAS / Travel Business SvcsBusiness Airlines Leisure Airlines 0.0x 22.6 28.7x 5.4x 2.3x OTAS / Travel Business SvcsBusiness Airline Leisure Airlines 7.6 6.7x 4.2x 3.2x 5.0 8.1x 0.9x 8.7 13.9x Hotels 28.3x Hotels 2.8x 4.3 8.4x Cruise 10.1x Cruise 4.5x 8.0 MONDEE © 2021 All Rights Reserved | Confidential | 26#27APPENDIX MONDEE © 2021 All Rights Reserved | Confidential | 27#28A Broader Value Proposition for the "New Normal" Mondee is emerging from COVID-19 adding significant value to ALL players in the travel ecosystem Mondee's Value Proposition GOOOO For global distribution systems For travel suppliers TripPro helps airlines fill seats, optimize prices, target niche channels, take share from the competition, and distribute rich content via NDC For travel agents and TMCs TripPro saves agents time and gives them a full suite of next-generation tools grow their business (i.e., more itineraries and lower rates) TripPro flows massive volume through the GDS, supporting their revenue and role in the travel ecosystem For large enterprises For small and Rocketrip can reduce enterprise travel spend while improving traveler satisfaction medium-sized businesses TripPlanet provides SMEs with benefits typically reserved for larger corporations - lower prices, better service, and reporting MONDEE For leisure travelers Consumers can save both time and money when they join Unpub, a new, innovative travel membership program © 2021 All Rights Reserved | Confidential | 28#29Travel Market Landscape The travel industry is complex, with inventory and rates traveling through multiple touchpoints before reaching the consumer or business Travel Suppliers L Wholesalers Flight Hotel Other Self Service Travel Businesses OTAS I Metasearch Travel supplier sites Airlines Hoteliers Distribution Platforms Car, Cruise, Tour, Attractions Global Distribution Systems (GDS) Alternative Distribution Systems (Channel Managers, etc.) Assisted Travel Businesses Travel Gig SME's & Companies Workers Corp's Membership Organizations Value-savvy Connected Consumer Rates and inventory I MONDEE I © 2021 All Rights Reserved | Confidential | 29#30Global Travel is a Growth Market The global travel market is expected to have an 9% CAGR through 2025, given pent up demand from COVID-19 Global Travel Market Dollars, Trillions 1.7 2017 Source: IBIS 1.8 2018 1.9 2019 1.1 2020 1.3 2021 1.7 2022 9% CAGR 1.9 ||| 1.8 2023 2.0 2024 2025 ■ MONDEE Pent-up demand for travel Countries investing trillions in COVID-19 recovery ■ Travel suppliers ramping back up to meet demand © 2021 All Rights Reserved | Confidential | 30#31Global Travel Agency Market Traditional travel agencies have long been in decline, given the growth of online sites. There are trends in the market, however, that signal that this decline might finally be over Global Travel Agency Market Dollars, Billions 360.0 352.0 ||| 2018 2017 Source: IBIS 348.0 2019 215.0 2020 290.0 2021 408.0 11% CAGR 479.0 || ||| 2022 456.0 2023 491.0 2024 2025 MONDEE Travel agent market forecast to outpace broader market growth in the near to mid-term, given COVID- 19-driven need for assisted booking ▪ Travel agencies are likely to continue to expand and evolve in the long-term as well, as the market shifts to a gig-economy model © 2021 All Rights Reserved | Confidential | 31#32Organic Growth - Areas of Focus Mondee has multiple levers for organic growth across content, technology, and distribution 1 Global product expansion Leverage Mondee's strength in flights to grow in additional travel product categories, particularly hotel 2 Corporate market growth Extend Mondee's platform to offer a full suite of travel products to corporate customers and small and medium-sized businesses 3 SaaS business model Develop, launch, and market subscription business models across Mondee's various product lines 4 MONDEE Gig economy travel agents Leverage TripPro as a platform to enable contingent workers to become travel agents, dramatically increasing the size of the market © 2021 All Rights Reserved | Confidential | 32#33Organic Growth Initiative: TRIPPRO CUSTOMER 880 Target Customer Travel agencies Value Proposition Save time, money, and grow your agency with TripPro's new Premium service. We've developed new search and booking features, marketing tools, and fraud protection, all delivered within the intuitive TripPro interface OFFER Offering to Travel Agents Save time ● ● Earn/Save Money ● Premium ● Self-service tool 6-month fare calendar Seat map and selection ● Grow your business Fraud and chargeback protection New revenue streams – ancillaries, hotels, cruises, etc. Availability of full content Multiple communication channels Email marketing tools Social media marketing tools Campaign management and analytics Pricing $49 - 199 a month, depending upon features chosen STATUS 介介 MONDEE Progress to Date Proof of concept launched in 2021 Next Steps Proof of concept phase will end in Q4, with a broader marketing push to travel agencies in 2022. Travel agent interest in converting to Premium will improve with the overall recovery in the global travel market © 2021 All Rights Reserved | Confidential | 33#34Organic Growth Initiative: cripplanet CUSTOMER 880 Target Customer Small and medium-sized businesses Non-business organizations ● ● Value Proposition TripPlanet brings a deep set of travel benefits to your organization, reducing business travel costs and/or delivering a new leisure travel benefit to employees or members. All bookings are backed up by world- class customer service. 5:18 = Miami, Florida, United States Sep 12-Sep 15, 1 room, 1 guest 786 hotels F Star Class- app.tripplanet.com T Four Seasons Hotel Miami ✰✰✰✰✰ 1435 Brickell Avenue, Miami, Florid... 0.89 miles fromMiami Free Cancellation → Price Map View + al O U 2 CB Modify Property Name - Only 3 rooms left $164 Total $559per night OFFER 8089 88 Offering to businesses Lower Prices Broader selection ● Discounts off published rates ● Virtual interlining generates more airfare options Intelligent aggregation offers more hotel rate options Corporate-level service Focus on first-call resolution Multiple communication options – email, phone, text, messaging Pricing Starting at $99 per month STATUS Progress to Date Launched in Summer 2021 ● ● MONDEE • 3M+ employees "acquired” via partnerships with Corporate Employee ● Initial sales efforts focused on corporate partnerships and direct sales to associations Perks Platforms 1M+ association members acquired via direct sales efforts Notable wins include Rhode Island Medical Society, Adventure Cycling Association, Rick Case Automotive Group, Rakuten, and the Foundation for New Education Initiatives Next Steps Direct sales to SMEs begins in Fall 2021 2021 All Rights Reserved | Confidential | 34#35Organic Growth Initiative: unpub CUSTOMER 880 Target Customer Consumers moving through existing Mondee sales channels Value Proposition Unpub is a members-only service that gives you access to even lower rates on flights and hotels. In fact, the savings from your first booking may exceed the cost of your membership. unpub ECONOMY @P San Francisco, SFO New York, NYC $259 là l 00/12/2021-09/22/202111 Traveler ECONOMY FREMLIN ECONORY Mon $1325 NATR $470 www Past L $238 We have 195 nights available between San Francisco and New York for your chosen dates Whatever your schedule or travel preterences, you'll save on every fight. Members always see the full details before booking OFFER 389 88 Offering to consumers Lower Prices Discounts off published rates Broader selection Virtual interlining generates more airfare options Intelligent aggregation offers more hotel rate options Pricing $49-$149 a year STATUS Progress to Date Proof of concept launched in September 2021 MONDEE ● ● Targeting a portion of leisure travelers purchasing using self-service on a Mondee website; upsell of Unpub at checkout Next Steps Targeting past customers opted-in to Mondee's email list High conversion rate at checkout; subscribers now accounting for 40% of flights booked, when the upsell is offered Upselling leisure travelers that call into our call center to book © 2021 All Rights Reserved | Confidential | 35#36Disclaimer MONDEE This presentation (the "Document") has been prepared by Mondee Inc. ("Mondee"), ITHAX Acquisition Corp ("ITHAX"), AXIA Ventures Group Limited ("AXIA") and Ithaca Capital Partners ("Ithaca" and together with Mondee, ITHAX and AXIA, the "Authors"). This Document is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the "Business Combination") between Mondee and ITHAX. The information contained herein does not purport to be all-inclusive and and none of the Authors or their respective directors, officers, shareholders or affiliates make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Document or any other written or oral communication communicated to the recipient in the course of the recipient's evaluation of Mondee or ITHAX. The information contained herein is preliminary and is subject to change and such changes may be material. This Document does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of ITHAX, Mondee, or any of their respective affiliates. ITHAX is a blank check company listed on NASDAQ. AXIA, incorporated in Cyprus, is authorised to provide investment and ancillary services and is regulated by the Cyprus Securities and Exchange Commission (CySEC license 086/07). AXIA has an established presence in a number of jurisdictions and may provide investment and ancillary services in other EU and third countries through subsidiaries, branches or on a cross border basis (as appropriate) subject to applicable legislation. Ithaca and Mondee are incorporated in Delaware. © 2021 All Rights Reserved | Confidential | 36#37Non-GAAP Financial Measures MONDEE This Document includes certain audited financials that are based on AICPA accounting standards and may be subject to change in connection with the application of PCAOB accounting standards. This Document includes certain financial measures not presented in accordance with U.S. GAAP including, but not limited to, Adjusted EBITDA and certain ratios and other metrics derived therefrom. These non-GAAP financial measures are not measures of financial performance in accordance with U.S. GAAP and may exclude items that are significant in understanding and assessing Mondee's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under U.S. GAAP. You should be aware that Mondee's presentation of these measures may not be comparable to similarly-titled measures used by other companies. Mondee believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Mondee's financial condition and results of operations. Mondee believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing Mondee's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Please refer to footnotes where presented on each page of this Document. This Document also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, Mondee is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included. © 2021 All Rights Reserved | Confidential | 37#38MONDEE Use of Projections All statements of opinion contained in this Document, all views expressed and all projections, including Revenue and Adjusted EBITDA, forecasts and/or statements relating to expectations regarding future events or the possible future performance represent Author's own assessment based on information available to them as at the date of this Document. Neither Mondee's nor ITHAX's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Document, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Document. These projections should not be relied upon as being necessarily indicative of future results. The projections, views, statements and forecasts herein are based upon various assumptions and estimates, which Author considers to be reasonable assumptions and estimates, which involve significant elements of subjective judgement and analysis and which are subject to a wide variety of significant business, economic and competitive risks and uncertainties and contingencies; there are several risks, uncertainties and factors that may cause actual results to differ materially from those set forth in any such projections, views, statements and forecasts that are, expressly or implicitly, provided by Author. The mentioned statements reflect Author's current expectations regarding the relevant subject matters and are subject to the above mentioned risks, uncertainties and factors. Accordingly, no representation, express or implied, is made or warranty, guarantee or assurance of any kind is given by the Authors or any of their respective affiliates, shareholders, directors, officers and employees as to the accuracy, completeness, reliability, achievability or reasonableness of any such projections, views, statements, or forecasts which are, by their own nature, implicitly predictive and speculative and involve risk and uncertainty. Inclusion of the prospective financial information in this Document should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. © 2021 All Rights Reserved | Confidential | 38#39MONDEE Industry and Market Data In preparing the Document, the Authors have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources, including certain information and statistics obtained from third-party sources which they believe to be reliable. You are cautioned not to give undue weight to such information, including industry and market data. This Document may include trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Document may be listed without the TM, SM, (c), (r) or TM symbols, but Mondee and ITHAX will assert, to the fullest extent under applicable law, the right of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. © 2021 All Rights Reserved | Confidential | 39#40MONDEE Forward-Looking Statements Certain statements in this Document may be considered forward-looking statements. Forward-looking statements generally relate to future events or ITHAX's or Mondee's future financial or operating performance. For example, projections of future Revenue, Adjusted EBITDA and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate”, “believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward- looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by ITHAX and its management, and Mondee and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination; (2) the outcome of any legal proceedings that may be instituted against ITHAX, Mondee, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of ITHAX, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of ITHAX or Mondee as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the Business Combination; (10) the possibility that ITHAX, Mondee or the combined company may be adversely affected by other economic, business, and/or competitive factor; (11) the impact of COVID-19 on Mondee's business and/or the ability of the parties to complete the proposed Business Combination; (12) Mondee's estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary" in ITHAX's final prospectus relating to its initial public offering dated February 1, 2021 and in subsequent filings with the U.S. Securities and Exchange Commission, including the registration statement on Form S-4 expected to be filed relating to the Business Combination. Nothing in this Document should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward- looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Author and any of their affiliates, directors, officers and employees expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events. The Document does not constitute investment, legal, accounting, regulatory, taxation or other advice or a recommendation and does not take into account investment objectives and/or legal, accounting, regulatory, taxation or financial situation and/or particular needs. The recipient of this Document is solely responsible for forming its own opinions and conclusions on such matters and the market and for making its own independent assessment of the Document. The recipient is solely responsible for seeking independent professional advice in relation to any action taken on the basis of the Document and, by accepting this Document, the recipient confirms that it is not relying upon the information contained herein to make any decision. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon them merits of the Business Combination or the accuracy or adequacy of this Document. The Document has been prepared by Author exclusively for the benefit and internal use of the recipient. The recipient is not permitted to duplicate the information provided in the Document and to communicate the received information to any third party without Author's prior written consent. © 2021 All Rights Reserved | Confidential | 40#41Risks Related to Our Business and Industry The COVID-19 pandemic has had, and may continue to have, a material adverse impact on the travel industry, which could materially affect our business, liquidity, financial condition and operating results. ● ● ● ● ● ● ● ● MONDEE ● Adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside our control could materially affect our business, liquidity, financial condition and operating results. We may experience significant fluctuations in our operating results and rates of growth. If we are unable to manage and expand our growth or execute our growth strategies effectively, our business and prospects may be materially and adversely affected. We operate in an increasingly competitive global environment and could fail to gain, or could lose, market share if we are unable to compete effectively with our current or future competitors. Our business depends on our relationships with travel agencies, travel management companies and other travel businesses and third parties. We are subject to payment-related risks. Our failure to quickly identify and adapt to changing industry conditions, trends or technological developments may have a material and adverse effect on us. Our business depends on our marketing efficiency and the general effectiveness of our marketing efforts. We may be unable to prevent unlawful or fraudulent activities in our operations, and we could be liable for such fraudulent or unlawful activities. We rely on the internet and internet infrastructure for our operations and in order to generate revenues. Any significant IT systems-related failures, interruptions or security breaches or any undetected errors or design faults in IT systems could result in limited capacity, reduced demand, processing delays, privacy risks and loss of customers, suppliers or marketplace merchants and a reduction of commercial activity. Our success is subject to the development of new products and services over time. Our success depends in large part on our ability to attract and retain high quality management and operating personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be negatively impacted. We may be unable to successfully close potential acquisitions, or successfully integrate the operations of such target businesses, if acquired, which could have an adverse impact on our business. Exchange rate fluctuations may negatively affect our results of operations. © 2021 All Rights Reserved | Confidential | 41

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