F-4/A

As filed with the Securities and Exchange Commission on October 25, 2016

 Registration No. 333-213862

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ________________________________________________________________________________________

Amendment No. 1

to

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

________________________________________________________________________________________

 YATRA ONLINE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands (Jurisdiction of Incorporation or Organization) 4700 (Primary Standard Industrial Classification Code Number) Not Applicable (I.R.S. Employer Identification Number)

1101-03, 11th Floor, Tower-B,

Unitech Cyber Park,

Sector 39, Gurgaon, Haryana 122002,

India

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

_____________________________________

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19715

(302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________________

 Copies to:

Stephen Schifrin, Esq. Secretary Terrapin 3 Acquisition Corporation c/o Terrapin Partners, LLC
1700 Broadway, 18^th Floor New York, New York 10019 Tel: (212) 710-4100 Fax: (786) 513-0165 Jocelyn M. Arel, Esq. Michael J. Minahan, Esq. Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210 Tel: (617) 570 1000 Fax: (617) 321-4344 Alan I. Annex, Esq. Joseph A. Herz, Esq. Jason Simon, Esq. Greenberg Traurig, LLP MetLife Building 200 Park Avenue New York, New York 10166 Tel: (212) 801-9200 Fax: (212) 801-6400

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

Yatra Online, Inc. has prepared this Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-213862) solely for the purpose of filing Exhibits 10.4, 10.16 and 10.22 to the Registration Statement and updating Item 21 of the Registration Statement and the Exhibit Index accordingly. This Amendment No. 1 does not modify any provision of the proxy statement/prospectus that forms a part of the Registration Statement and accordingly such proxy statement/prospectus has not been included herein.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

The Companies Law of the Cayman Islands does not limit the extent to which a company's memorandum and articles of association may provide for indemnification of officers and directors. However, such provision may be held by the Cayman Islands courts to be unenforceable, to the extent it seeks to indemnify or exculpate a fiduciary in respect of their actual fraud or willful default, or for the consequences of committing a crime. The Registrant's amended and restated memorandum and articles of association provides for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own actual fraud or willful default.

Such limitation of liability and indemnification does not affect the availability of equitable remedies. In addition, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, or the SEC, indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 21. Exhibits.

The exhibits filed as part of this registration statement are listed in the index to exhibits immediately following the signature page to this registration statement, which index to exhibits is incorporated herein by reference.

Item 22. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(5) That every prospectus (i) that is filed pursuant to paragraph (4) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) (i) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form F-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(ii) To arrange or provide for a facility in the United States for purposes of responding to such requests.

(8) To file a post-effective amendment to this registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 will not be furnished; provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

(9) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on October 25, 2016.

YATRA ONLINE, INC.
(Registrant)
By:	/s/ Dhruv Shringi
	Name: Dhruv Shringi
	Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacities indicated and on October 25, 2016.

Name	Title
/s/ Dhruv Shringi	Chief Executive Officer and Director (Principal Executive
Dhruv Shringi	Officer)
*	Chief Financial Officer (Principal Financial and Accounting
Alok Vaish	Officer)
*	Director
Promod Haque
*	Director
Amit Bapna
*	Director
Sudhir Kumar Sethi
*	Authorized Representative in
Managing Director	the United States
Puglisi & Associates

* Pursuant to Power of Attorney

By:	/s/ Dhruv Shringi
	Name: Dhruv Shringi
	Title: Attorney-in-Fact

Exhibit Index

Exhibit No.	Description
3.1*	Memorandum and Articles of Association of the Registrant as in effect prior to this offering.
3.2*	Form of Memorandum and Articles of Association of the Registrant to be effective upon the closing of this offering.
4.1*	Specimen share certificate.
5.1*	Form of Opinion of Maples and Calder.
10.1*	Form of Indemnification Agreement to be entered into between the Registrant and its officers and directors.
10.2*	2016 Equity Incentive Plan of the Registrant, and forms of agreements thereunder.
10.3*	2006 Share Plan of the Registrant, and forms of agreements thereunder.
10.4#	Subscriber Agreement between Yatra Online Private Limited and InterGlobe Technologies Inc., dated December 19, 2015.
10.5*	Warrant Subscription Agreement between the Registrant, Yatra Online Private Limited, THCL Travel Holding Cyprus Limited and Bennett Coleman & Co. Ltd., dated June 20, 2011.
10.6*	Amendment, dated October 7, 2015, between the Registrant, Yatra Online Private Limited, THCL Travel Holding Cyprus Limited and Bennett Coleman & Co. Ltd., to the Warrant Subscription Agreement between the Registrant, Yatra Online Private Limited, THCL Travel Holding Cyprus Limited and Bennett Coleman & Co. Ltd., dated June 20, 2011.
10.7*	Term Loan Agreement between Yatra Online Private Limited and InnoVen Capital India Pvt. Ltd., dated November 27, 2013.
10.8*	Memorandum Relating to Charge Over Fixed Deposits/Cash Deposits by Yatra Online Private Limited in favour HDFC Bank Ltd., dated June 21, 2016.
10.9*	Passenger Sales Agency Agreement between Yatra Online Private Limited and International Air Transport Association, dated July 26, 2006.
10.10*	Amended and Restated Business Combination Agreement among the Registrant, T3 Parent Corp., T3 Merger Sub Corp., Terrapin 3 Acquisition Corporation, MIHI LLC and Shareholder Representative Services LLC, dated September 27, 2016 (included as Annex A to the proxy statement/prospectus forming part of this Registration Statement).†
10.11*	Agreement between Yatra Online Private Limited and Netmagic Solutions Private Limited, dated December 18, 2006.
10.12*	System Supply and Implementation Agreement between Yatra Online Private Limited and Openjaw Technologies Limited, dated September 26, 2006.
10.13*	Agreement between Yatra Online Private Limited and Quadlabs Technologies Pvt. Ltd., dated February 1, 2012.
10.14*	Term Loan Agreement between the Registrant and Macquarie Corporate Holdings Pty Limited, dated July 24, 2015.
10.15*	Amendment, dated July 31, 2015, between the Registrant and Macquarie Corporate Holdings Pty Limited to Term Loan Agreement between Yatra Online Private Limited and Macquarie Corporate Holdings Pty Limited, dated July 24, 2015.

Exhibit No. Description

10.16#	Advertising Agreement, between Yatra Online Private Limited and Bennett, Coleman & Co. Ltd., dated June 20, 2011.
10.17*	Letter Agreement, dated September 27, 2016, among Yatra Online, Inc., a Cayman Islands exempted company limited by shares Dhruv Shringi, E-18 Limited, Capital18 Fincap Private Limited, Haresh Chawla, Harshal Shah, IDG Ventures India Fund II LLC, Pandara Trust Scheme I, Intel Capital Corporation, Macquarie Corporate Holdings Pty Limited, Manish Amin, Norwest Venture Partners IX, LP, Norwest Venture Partners X, LP, Rajasthan Trustee Company Pvt Ltd A/c SME Tech Fund RVCF Trust II, Reliance Capital Limited, Valiant Capital Master Fund LP, Valiant Capital Partners LP, Vertex Asia Fund Pte. Ltd and Wortal, Inc.
10.18*	Repurchase Agreement, dated September 27, 2016, among Yatra Online, Inc., a Cayman Islands exempted company limited by shares, E-18 Limited, Capital18 Fincap Private Limited, IDG Ventures India Fund II LLC, Pandara Trust Scheme I, Intel Capital Corporation, Macquarie Corporate Holdings Pty Limited, Norwest Venture Partners IX, LP, Norwest Venture Partners X, LP, Rajasthan Trustee Company Pvt Ltd A/c SME Tech Fund RVCF Trust II, Reliance Capital Limited, SVB Financial Group, Valiant Capital Master Fund LP, Valiant Capital Partners LP and Vertex Asia Fund Pte. Ltd.
10.19*	Support Agreement, dated September 27, 2016, among Yatra Online, Inc., a Cayman Islands exempted company limited by shares Dhruv Shringi, E-18 Limited, Capital18 Fincap Private Limited, Haresh Chawla, Harshal Shah, IDG Ventures India Fund II LLC, Pandara Trust Scheme I, Intel Capital Corporation, Macquarie Corporate Holdings Pty Limited, Manish Amin, Norwest Venture Partners IX, LP, Norwest Venture Partners X, LP, Rajasthan Trustee Company Pvt Ltd A/c SME Tech Fund RVCF Trust II, Reliance Capital Limited, SVB Financial Group, Valiant Capital Master Fund LP, Valiant Capital Partners LP, Vertex Asia Fund Pte. Ltd and Wortal, Inc.
10.20*	Share Subscription Cum Shareholders Agreement, dated April 29, 2015, among Yatra Online Private Limited, IL & FS Trust Company Limited acting as trustee for Pandara Trust Scheme I, Capital18 Fincap Private Limited and Yatra Online, Inc., a Cayman Islands exempted company limited by shares.
10.21*	Letter Agreement, dated September 27, 2016, among Yatra Online Private Limited, IL & FS Trust Company Limited acting as trustee for Pandara Trust Scheme I, Capital18 Fincap Private Limited and Yatra Online, Inc., a Cayman Islands exempted company limited by shares.
10.22#	Global Agreement, dated July 1, 2012, between Yatra Online Private Limited and Amadeus IT Group, S.A.
10.23*	Preload Agreement, dated September 26, 2016, between Yatra Online Private Limited and Reliance Retail Ltd.
21.1*	Subsidiaries of the Registrant.
23.1**	Consent of Ernst & Young Associates LLP, Independent Registered Public Accounting Firm.
23.2**	Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm.
23.3*	Form of Consent of Maples and Calder (included in Exhibit 5.1).
24.1**	Powers of Attorney (included on signature page of the Registration Statement on Form F-4).
99.1**	Consent of Nathan Leight to be named as about to become a director of Registrant.
99.2**	Consent of Sanjay Arora to be named as about to become a director of Registrant.

*	To be filed by amendment.
**	Previously filed.
†	Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit to the Business Combination Agreement and the amendments thereto.
^	To be effective upon the closing of the business combination transaction described in the proxy statement/prospectus forming part of this Registration Statement.
#	Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions. Omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.

EX-10.4

Exhibit 10.4

SUBSCRIBER AGREEMENT

This Subscriber Agreement (hereinafter “Agreement”) is entered into on 29^th December, 2015 (“Execution Date”) by and between

InterGlobe Technologies Inc., a company incorporated under the laws of USA, having its office at 303, Fifth Avenue #1608, New York, NY 10016, United States of America (hereinafter referred to as “IGT) through its authorised signatory Mr. Rajeev Kaul, of the One Part;

And

Yatra Online Private Ltd., a company incorporated under the Companies Act 1956, having its registered office at B2, 202, Second Floor, Marathon Innova, Marathon Nextgen Complex, Opp. Peninsula Corporate Park, Off. Ganpatrao Kadam Marg, Lower Parel West, Mumbai – 400013, Maharashtra and its Affiliates (hereinafter referred to as “Yatra”) through its authorised signatory Mr. Dhruv Shringi, CEO, of the Other Part.

IGT and Yatra shall be jointly referred to as “Parties” and individually referred to as the “Party”.

IGT
Signature 1 Yatra
Signature

DEFINITIONS:

“Affiliate” means in the case of any entity, a second entity which (i) has direct or indirect Control of the first entity; or (ii) is directly or indirectly Controlled by the first entity; or (iii) is under direct or indirect common Control with the first entity; or (iv) in any other case, an entity Controlled by a Party/Parties to this Agreement. In all such cases the first and second entities are considered as Affiliates. “Control” means control in any manner whatsoever that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, agreement or arrangement, the ownership of, or the power to direct or cause the direction of, any body corporate or otherwise and “Controlled” and “Controlling” shall have a corresponding meaning.

“Business Commencement Date” means July 1, 2016.

“Contract Year” means each successive 12 (twelve) month period commencing on the Business Commencement Date i.e. July 1, 2016 and on each anniversary thereof.

WHEREAS:

1. Yatra inter-alia owns and operates an online travel portal at URL www.yatra.com (“Website”) whereby various web-based services including airline ticket reservation, hotel reservations, bus reservations, etc, are provided;

2. A company called Travelport Global Distribution System B.V. (“Travelport”) owns and operates a Global Distribution System (GDS) called “Galileo System” worldwide and has appointed IGT to distribute Galileo System to select travel agents.

3. Yatra wants to have access to reservation functionality and IGT has agreed to provide the access to Galileo System to Yatra, subject to the terms and conditions set out herein.

NOW THIS AGREEMENT WITNESSETH AS UNDER:

1. scope OF THIS AGREEMENT

1.1 From the Business Commencement Date (as defined hereinafter), Yatra shall use the Galileo System as its GDS and generate on the Galileo System, the Target Segments (as defined hereinafter), for all its operations in India, every year during the Term of this Agreement.

2. OBLIGATIONS OF PARTIES

2.1 OBLIGATIONS OF IGT:

In accordance with and subject to the terms and conditions of this Agreement:

a. Galileo System: IGT shall provide to Yatra access to Galileo System via software products listed in Schedule A and such other software products as may be provided by IGT to Yatra from time to time (“Software”) solely for the purpose of using the Galileo System for obtaining information about schedules, fares, seat availability, etc. and other services of vendors and for making bookings that are not abusive, speculative, fictitious or duplicative. IGT reserves the right to impose a fee and any additional terms and conditions for any new Software or products or services proposed to be provided to Yatra by IGT. IGT shall be entitled to collect such a fee via a deduction from the Loyalty Incentives payable in terms of this Agreement.

IGT
Signature 2 Yatra
Signature

b. Software Updation: IGT may, from time to time, provide new releases, enhancements or modifications of the Software and Yatra shall install such new releases, enhancements or modifications and implement the same within 30 business days of delivery of the same by IGT or such other extended time as mutually agreed between the Parties.

c. Installation and Maintenance of Software: At Yatra’s request, IGT (or its appointed sub-contractors) will install the Software at location(s) specified by Yatra to enable Yatra to do bookings using the Galileo System. Upon completion of such installation, Yatra shall be deemed to have accepted such Software. IGT will make commercially reasonable efforts to provide an uptime guarantee of 99.5 % of Galileo System on a monthly basis.

2.2 OBLIGATIONS OF YATRA

In accordance with and subject to the terms and conditions of this Agreement:

a. From the Business Commencement Date, Yatra agrees and undertakes to use the Galileo System as its GDS and generate Target Segments (as defined hereinafter) on the Galileo System, in each Contract Year during the Term of this Agreement.

b. Yatra hereby acknowledges that Galileo System is owned and operated by Travelport and IGT is only an authorised provider of Galileo System to Yatra and not an agent of Travelport and Yatra shall have no recourse whatsoever under this Agreement against Travelport or its Affiliates.

c. Yatra shall not without the prior written consent of IGT (i) modify, enhance or make copies of the whole or any part of the Software; or (ii) permit the whole or any part of the Software to be combined with or incorporated in any other computer program or software; or (iii) reverse compile or adapt the whole or any part of the Software.

d. Yatra acknowledges that the Galileo System and the Software shall at all times be under the ownership of Travelport and IGT has only licensed the use of the Software to Yatra as per the terms of this Agreement. Yatra shall take all precautions to prevent any unauthorised use of the Galileo System and the Software, and any user sign-on identity assigned to Yatra.

IGT
Signature 3 Yatra
Signature

e. Yatra shall maintain and use appropriate and up-to-date virus protection procedures and software, including if any requested or provided by IGT and shall establish and maintain reasonable safeguards against the destruction, loss or unauthorized alteration of the Galileo System and the Software, and shall institute reasonable security and disaster recovery procedures and keep IGT indemnified in this regard.

f. Yatra agrees to access the principal display, i.e. a comprehensive neutral display of data concerning air services (and rail carriers where applicable) between city-pairs within a specified time period, for each individual transaction involving air carriers or rail carriers, as applicable, and agrees not to manipulate data supplied by the Galileo System in a manner that would result in the inaccurate, misleading or discriminating presentation of information to its customers.

g. Yatra shall not intentionally make any flight, hotel, rail, cruise, rental car or other reservation on the Galileo System without a specific customer request made in good faith and shall not make any reservations which are abusive, speculative, fictitious or duplicative.

h. Yatra shall comply with all regulations of the International Air Transport Association “IATA” including the Billing and Settlement Plan, and other travel industry, governmental and regulatory laws, regulations and rules relevant to this Agreement.

i. Both Parties shall indemnify the other Party in respect of any direct loss or damage which the Party being indemnified incurs as a result of a failure by the indemnifying Party to comply with any provisions of this Agreement.

j. Yatra may make live test bookings by using the Galileo System, provided that such bookings are cancelled promptly thereafter.

k. Yatra hereby grants to IGT the non-exclusive right to use, from Business Commencement Date, Yatra’s name, logo, and marks in promotional and marketing materials (e.g. sales presentation, customer newsletters) of IGT and/or its affiliates.

3. TARGET SEGMENTS:

3.1 With effect from the Business Commencement Date, Yatra agrees and undertakes to achieve following Target Segments:

i. Yatra agrees and undertakes to generate on the Galileo System, minimum […***…] of the total Segments transacted by Yatra from all its operations in India, in each Contract Year during the Term of this Agreement (“Percentage Target Segments”). Marketing Information Data Tapes (MIDT) provided by Travelport to IGT will be used to measure the Percentage Target Segments achieved by Yatra; and

IGT
Signature 4 Yatra
Signature

ii. Yatra agrees and undertakes to generate minimum Segments, in each Contract Year, as mentioned below (“Yearly Target Segments”):

Contract Year	Minimum Segments
First Year	[…***…]
Second Year	[…***…]
Third Year	[…***…]
Fourth Year	[…***…]
Fifth Year	[…***…]
Total	[…***…]

Percentage Target Segments and Yearly Target Segments are collectively referred to as (“Target Segments”).

3.2 Segment: A Segment means booking for either (i) travel of one passenger over one leg of a journey on a direct flight operated by a single aircraft under a single flight number; or (ii) a non-air booking for car, railways, bus or hotel.

For calculations of Segments under this Agreement:

a. only active and confirmed segments shall be included;

b. unproductive bookings (HX, UN, NO, UC) shall be excluded;

c. segments that are passive, ghost, abusive, speculative, fictitious or duplicative shall be excluded;

d. segments of ‘Direct Payment Carriers’ and ‘non-BSP Airlines’ aggregated into the ‘Air Content Hub’ of the Software provided by IGT to Yatra, shall be excluded;

e. segments of domestic and international low cost carriers (LCC) shall be excluded, unless specifically included by written mutual consent of the Parties;

For calculations of Target Segments under this Agreement, the following segments shall be included:

a. segments that could not be booked on Galileo System when it was not functioning due to any reason, provided Yatra has provided notice to IGT of such non-functioning of Galileo System and submits documentary proof of number of such segments transacted on other GDS to IGT;

b. segments where IGT is not paid any booking fees due to reasons that are outside the control of IGT and IGT does not pay any Loyalty Incentives to Yatra for such Segments.

3.3 Yatra shall be responsible for achieving both, the Percentage Target Segments as well as the Yearly Target Segments as provided hereinabove, during the Term of this Agreement.

IGT
Signature 5 Yatra
Signature

4. CONSIDERATION & TAXES

4.1 In consideration of promises and commitments provided by Yatra in the Agreement and in consideration of the performance of Yatra’s obligations contained in the Agreement, IGT agrees to pay Loyalty Incentives to Yatra, make advance payment of such Loyalty Incentives in the form of Upfront Advance even prior to the Business Commencement Date and make payment of Sign Up Bonus. 

4.2 Calculation of Loyalty Incentives: The amount of incentives payable to Yatra shall be calculated by multiplying the actual number of Segments booked by Yatra in that month by the following applicable rate (“Loyalty Incentives”):

Type of Airline Segments	Loyalty Incentives Per Segment
All Airlines International Segments	[…***…]
Jet Airways Domestic Segments	[…***…]
Other Airlines Domestic Segments	[…***…]

4.3 Payment of Loyalty Incentives: The Loyalty Incentives shall be adjusted by IGT against the Upfront Advance (as defined hereinafter) on a quarterly basis, against invoice from Yatra, subject to withholding of taxes, as applicable. Notwithstanding anything contained in this Agreement, in the event that IGT is not paid any booking fees for any Segments due to reasons that are outside the control of IGT, then IGT shall not pay any Loyalty Incentives to Yatra for such Segments; provided that IGT provides documentary proof for the same.

4.4 Upfront Advance: On the strict condition and undertaking that Yatra shall use the Galileo System in accordance with the terms of this Agreement and that it shall achieve the Target Segments, IGT agrees to pay, an upfront advance of […***…] to Yatra. The Upfront Advance amount shall be set off against the Loyalty Incentive payments to be made by IGT, till such time that the entire Upfront Advance is adjusted and only thereafter shall Yatra be eligible to receive Loyalty Incentive payments from IGT.

4.5 Sign Up Bonus: On the strict condition and undertaking that Yatra shall use Galileo System and achieve minimum Percentage Target Segments as provided in Clause 3.1(i) of this Agreement, IGT agrees to pay a one-time sign up bonus of […***…] to Yatra (calculated @ […***…] per Contract Year) (“Sign Up Bonus”).

The Sign Up Bonus shall be payable by IGT to Yatra only upon successful migration on Galileo System of minimum […***…] of total Segments generated by Yatra from all its operations in India.

4.6 Failure to use Galileo System: In the event Yatra fails to start using Galileo System as its GDS with effect from the Business Commencement Date in terms of Clause 2.2(a), Yatra shall be obliged to refund to IGT, the entire Upfront Advance and Sign Up Bonus paid by IGT to Yatra, together with interest @ 12% per annum, within 15 (fifteen) days of the Business Commencement Date.

IGT
Signature 6 Yatra
Signature

4.7 Failure to achieve Percentage Target Segments: In the event that Yatra fails to achieve the Percentage Target Segments in any two consecutive Contract Year(s), IGT shall have right to deduct an amount of […***…] (a part of Sign Up Bonus paid by IGT) for each such Contract Year, from the Loyalty Incentives payable by IGT to Yatra or to be adjusted against the Upfront Advance in the subsequent Contract Year. However, in the event Yatra achieves such shortfall percentage in the subsequent Contract Year(s) by generating additional Segments such that cumulative percentage of Segments achieved on Galileo System for all the Contract Years till that Contract Year is […***…], then IGT shall pay such deducted amount in the Contract Year in which cumulative percentage of segments is achieved by Yatra.

4.8 Failure to achieve Yearly Target Segments: In the event that Yatra fails to achieve the Yearly Target Segments in any Contract Year(s), IGT shall have right to deduct an amount of […***…] per Segment for short fall Segments, from the Loyalty Incentives payable by IGT to Yatra or to be adjusted against the Upfront Advance.

4.9 Yatra agrees that the deductions mentioned in Clause 4.7 and 4.8 above are genuine pre-estimate of losses that would be suffered by IGT owing to Yatra not achieving the Target Segments and are in the nature of liquidated damages. Yatra undertakes not to dispute or protest the adjustment made by IGT from the Loyalty Incentives payable by IGT to Yatra on account of deductions made thereunder.

4.10 The unadjusted Upfront Advance, if any, will immediately become payable by Yatra to IGT at the expiry of the Term or earlier termination of the Agreement, which amount shall be paid by Yatra to IGT within 7 (seven) days from the date of expiry of the Term or date of termination, as the case may be. However, in the event the Parties renew this Agreement for any further term after the expiry of the Term, IGT agrees to carry forward such unadjusted Upfront Advance to the renewed term of the Agreement as an advance to be adjusted against Loyalty Incentives payable under such renewed term.

4.11 Annual Loyalty Bonus: In addition to the Sign Up Bonus, IGT undertakes to pay additional annual Loyalty Bonus, in the event Yatra achieves following Segment threshold during the corresponding Contract Year(s):

Contract Year	Segment Threshold	Annual Loyalty Bonus
First Year	[…***…]	[…***…]
Second Year	[…***…]	[…***…]
Third Year	[…***…]	[…***…]
Fourth Year	[…***…]	[…***…]

IGT
Signature 7 Yatra
Signature

4.12 Term Loyalty Bonus: In addition to the Sign Up Bonus and the Annual Loyalty Bonus, IGT undertakes to pay an amount of […***…] at the time when Yatra has generated total […***…] Segments or more during the Term of the Agreement.

4.13 Addition of a Domestic Airline: Parties agree that in the event that a domestic airline begins its participation in the Galileo System after the Effective Date, and in respect of which IGT receives booking fees, the Parties shall negotiate in good faith, the Loyalty Incentive rate for segments generated with respect to such airline. No Loyalty Incentives shall be paid for such segments unless the Parties conclude their negotiations and reduce their understanding in writing. However, such segments will be counted as Segments only when a commercial understanding has been agreed between the Parties.

4.14 Taxes: All payments by IGT to Yatra under this Agreement will be subject to applicable withholding taxes, if any, which will be fully borne by Yatra. IGT will arrange to issue the prescribed withholding tax certificate. It is hereby agreed that all payments by IGT to Yatra under this Agreement or otherwise are all inclusive and applicable taxes if any, shall be entirely borne and paid by Yatra, and IGT will have no liability towards any taxes whatsoever.

5. LIMITED LIABILITY:

5.1 Except as may be specifically provided by IGT in this Agreement, IGT makes no further representation or warranty regarding the Galileo System or its performance or the accuracy or reliability of Software and/or information provided to Yatra and the same are made available to Yatra on an ‘as is’ basis, and Yatra hereby releases and waives any claims against IGT concerning the Software and/or information or the accuracy or reliability thereof.

5.2 In no event will either Party be liable for any damages resulting from, (i) loss of data or use, loss of revenue, loss of profits, loss of contracts, loss of anticipated savings, loss of goodwill or third party claims; or (ii) any losses or damages that are indirect or secondary consequences of any act or omission of the Parties, or their employees, representatives or sub-contractors, whether such losses or damages were reasonably foreseeable or actually foreseen.

5.3 Either Party hereby excludes any liability of any kind relating to any problems of whatever nature, which has been caused by other Party's failure to comply with its obligations under this Agreement.

6. PROPRIETARY RIGHTS AND DATA PROTECTION:

6.1 Yatra agrees and acknowledges that it does not, by virtue of this Agreement, acquire any Intellectual Property Rights, proprietary rights or other rights in or to: (i) the Galileo System and the data stored in or accessed via the Galileo System; or (ii) any software, documentation, trademarks or service marks of IGT or provided by IGT; or (iii) any related materials used in connection with the Galileo System. ‘Intellectual Property Rights’ means copyright and all other intellectual property rights, including, without limitation, patents, trademarks, service marks, designs, domain names, database rights (whether registered or unregistered) and any other similar protected rights in any country.

IGT
Signature 8 Yatra
Signature

6.2 IGT represents that Galileo System is owned and operated by Travelport and that all the Intellectual Property Rights, proprietary rights or other rights in or to the Galileo System and any software, documentation, trademarks or service marks and any related materials used in connection with the Galileo System are owned by Travelport.

7. TERM AND TERMINATION:

7.1 This Agreement shall come into effect from the Execution Date and shall remain in full force and effect till June 30, 2021 (“Term”). Upon the expiration of the Term, both the Parties shall negotiate, in good faith, the terms of renewal of the Agreement.

7.2 Either Party shall have right to forthwith terminate this Agreement with immediate effect by giving written notice to the other Party, if the other Party ceases or threatens to cease to carry on business or if the other Party goes into liquidation (except for the purposes of amalgamation or reconstruction and so that the resulting company effectively agrees to be bound by or assume the obligations imposed under this Agreement).

7.3 IGT shall have a right to terminate this Agreement in the event Yatra is in breach of any major terms and conditions of this Agreement and Yatra fails to rectify such breach (to the reasonable satisfaction of IGT) within 30 (thirty) days of IGT providing written notice of such breach. In the event of termination of this Agreement by IGT under this Clause, Yatra shall be obliged to pay to IGT, as liquidated damages, the unadjusted Upfront Advance, entire Sign Up Bonus and proportionate Annual Loyalty Bonus paid by IGT to Yatra till the date of such termination, together with interest @ 12% per annum. Yatra agrees that this is a genuine pre-estimate of losses that would be suffered by IGT owing to Yatra committing breach of this Agreement and are in the nature of liquidated damages.

7.4 Consequences of Termination: Upon the termination of this Agreement for any reason:

i. Yatra shall immediately stop accessing the Galileo System and representing itself as being connected with the Galileo System in any way; and

ii. any sum owing by either Party to the other pursuant to this Agreement shall be immediately payable.

IGT
Signature 9 Yatra
Signature

8. REPRESENTATION AND WARRANTIES

8.1 Each Party represents, warrants and undertakes to the other Party as follows:

a. the Party has the capacity and authority to enter into this Agreement;

b. the persons executing this Agreement on behalf of the Party have been duly authorized to do so;

c. this Agreement and the obligations created hereunder are binding upon the Party and enforceable against the Party in accordance with their terms and do not and will not violate any judgment or court order, by which the Party is bound;

d. there is no proceeding pending which to the Party’s knowledge, challenges or may have a material adverse impact on this Agreement or the ability of the Party to perform its obligations pursuant to this Agreement; and

e. it has not withheld any information which is required for effective performance of the contractual obligations under this Agreement and that information’s provided to the other Party by the Party are complete, true and accurate to the best of its knowledge and belief.

8.2 Yatra represents, warrants and undertakes that, from October 1, 2016, this Agreement and the obligations created hereunder will not violate terms of any other agreement, which may have an adverse impact on the ability of Yatra to perform all its obligations under this Agreement, including those set out in Clauses 1, 2 and 3 of this Agreement;

8.3 Each Party acknowledges that the other Party has entered into this Agreement in reliance on the representations, warranties and undertakings set out.

9. MATERIAL REVENUE CHANGE

9.1 In the event of any change to the participation fee received by IGT, which would result in an annualized average booking fee revenue decrease to IGT of 10% or more ("Fee Change"), the Parties will use best efforts to negotiate appropriate modifications to the Loyalty Incentives payable under this Agreement. IGT will notify Yatra of the proposed Fee Change by issuing a prior written notice of 30 days along with documentation supporting the proposed Fee Change to Yatra. The Parties shall, within the aforementioned notice period (or otherwise as agreed to between the Parties in writing) execute an amendment to this Agreement evidencing the modifications to the Loyalty Incentives.

9.2 During the period of negotiation of Fee Change in accordance with the above clause 9.1, IGT will continue to pay Loyalty Incentives as per the original rates specified under Clause 4.2 of this Agreement.

IGT
Signature 10 Yatra
Signature

10. MISCELLANEOUS:

10.1 Assignment – Either Party may assign their respective obligations under this Agreement to any of its affiliate companies with intimation to and without the prior written consent of the other Party. Neither Party shall assign its rights and obligations to a third party without the prior written consent of the other Party.

10.2 Relationship – This Agreement is entered into on principal-to-principal basis and nothing in this Agreement shall create or be deemed to create, a joint venture, partnership, or the relationship of principal and agent, between the Parties.

10.3 Modification and Entire Agreement - This Agreement may not be modified except by an instrument in writing duly executed by or on behalf of the Parties. This Agreement supersedes any and all previous agreement or arrangement, letter of offer/intent etc. between the Parties or any of them relating to the subject matter of this Agreement.

10.4 Confidentiality - The Parties hereby agree not to disclose any terms of this Agreement and document or information exchanged between the Parties whether written or oral during the Term or any time thereafter, without the prior written consent of the other Party unless such disclosure is required by law or any regulatory authority.

10.5 Force Majeure - If the performance by either Party of any of its obligations under this Agreement is prevented or delayed by force majeure for a continuous period in excess of 30 days, the other Party shall be entitled to terminate this Agreement with immediate effect by giving written notice to the Party so affected. The Parties further agree that neither Party shall be discharged of its financial obligations towards the other Party upon the occurrence of a force majeure event.

10.6 Severability - If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part or is so rendered by any applicable code, regulation or law, such provision or the relevant part of the affected provision, as the case may be, shall be deemed deleted without prejudice to the remainder of the affected provision and the remaining provisions of this Agreement.

10.7 Notices - Any notice required or authorised by this Agreement to be given by either Party to the other must be in writing and may be delivered by hand or sent by pre-paid registered post; or sent by fax transmission to the other Party at the address or fax number appearing below, or to such other address or fax number as may be notified in writing by that other Party from time to time in accordance with this provision.

For InterGlobe Technologies Inc. 303, Fifth Avenue #1608 New York NY 10016 United States of America For Yatra Group Private Limited Attention: Dhruv Shringi/Alok Vaish Unitech Cyber Park, Tower A, 5th
Floor, Sector-39, Gurgaon, India -
122001

IGT
Signature 11 Yatra
Signature

10.8 Jurisdiction - This Agreement shall be governed by Indian law and the Parties irrevocably submit to the exclusive jurisdiction of the courts of Delhi.

10.9 Dispute Resolution -

i. Any and all breaches, claims, disputes, questions or controversies involving the Parties hereto or arising out of or in connection with this Agreement, including its execution, interpretation, validity, scope, operation, performance, effect, breach or termination (collectively “Dispute”), shall be first referred to, by notice in writing, to their respective authorised persons:

· For Yatra: Chief Executive Officer or any other authorized person.

· For IGT: Director or any other authorized person.

(jointly referred to as “Contract Managers”) for resolution.

ii. The Contract Managers shall negotiate in good faith to attempt to resolve such disputes within 15 days (or such other time as agreed in writing between the Parties) after it has been referred to them.

iii. Should the respective Contract Managers be unable to resolve any dispute in accordance with Clause 10.10(ii) above, then the Dispute shall be referred to and finally resolved by binding arbitration, under the Rules of Arbitration of the Delhi International Arbitration Centre (“DAC Rules”), which rules are deemed to be incorporated by reference into this Clause.

iv. The arbitration shall be held in New Delhi by a tribunal of 3 (three) arbitrators. Each Party shall appoint 1 (one) arbitrator and the arbitrators so appointed shall appoint the third arbitrator, appointed under the DAC Rules. The language of the arbitration shall be English. The procedural law of the arbitration shall be the Arbitration and Conciliation Act, 1996 as amended. The award of the arbitrator(s), including the apportionment of the expenses of the arbitration, shall be final and binding upon the Parties, and judgment upon the award rendered may be entered in any court of competent jurisdiction in Delhi.

v. The Parties hereto expressly understand and agree that the award made by the arbitral tribunal shall be the sole, exclusive, final and binding remedy regarding any and all Disputes presented to the arbitral tribunal.

vi. The Parties may bring court action to seek interim protection as per Section 9 of the Arbitration and Conciliation Act, 1996 including without limitation the right to seek deposit during any dispute resolution/ arbitration.

10.10 Survival: Any provision of this Agreement which by its nature survives termination shall continue in full force and effect after termination of this Agreement.

IGT
Signature 12 Yatra
Signature

IN WITNESS WHEREOF BOTH THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATE MENTIONED HEREINBELOW AT DELHI.

For InterGlobe Technologies Inc.	For Yatra Online Private Ltd.
/s/ Rajeev Kaul	/s/ Dhruv Shringi
Authorized Signatory	Authorized Signatory

IGT
Signature 13 Yatra
Signature

EX-10.16

Exhibit 10.16

Advertisement Agreement

BETWEEN

BENNETT, COLEMAN & CO. LTD.

AND

YATRA ONLINE PRIVATE LIMITED

ADVERTISEMENT AGREEMENT

This Advertisement Agreement is entered into at New Delhi on this 20^th day of June, 2011 by and between:

BENNETT, COLEMAN & CO. LTD., an existing company within the meaning and provisions of the Companies Act, 1956, having its registered office at The Times of India Building, Dr. D.N. Road, Mumbai 400 001 and having its corporate office at Times House, 7, Bahadurshah Zafar Marg, New Delhi 110103 (hereinafter referred to as “BCCL”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the ONE PART;

AND

YATRA ONLINE PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, having its registered office at 93B, Mittal Court, Nariman Point, Mumbai – 400021 and corporate office at Unit No. 1101-1103, Eleventh Floor, Tower B, Unitech Cyber Park, Sector 39, Gurgaon (hereinafter referred to as the “Company”, which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the OTHER PART.

(BCCL and the Company are hereinafter referred to as such or individually as “Party” and collectively as “Parties”.)

(1) __________ (2) ___________ 1

WHEREAS:

A. BCCL is, inter alia, engaged in the business of publishing various newspapers.

B. BCCL being a leader in the media industry would like to support the brand-building objectives of companies through advertising. Several brands and new product categories have been built successfully through advertising in the print medium. With the advent of new and innovative media, BCCL wishes to continuously offer options for the new generation of entrepreneurs to launch, build and grow their brands through the print medium. The Company is desirous of availing of the multiplicity of media options through BCCL.

C. Banks and financial institutions generally do not have focused financing facility for brand building and BCCL would like to support such objectives, by extending to companies interested in building their brands, a line-of-credit facility, to augment their resources and build their brands through advertising in the print and other media offered by BCCL and the Non-Print Entities (as defined below).

D. The Company is engaged in the business of travel related products and services. Given the wide range of Media (as defined below) and consequently the wide scope of the advertising options offered by BCCL, the Company is desirous of conducting an extensive advertising campaign in Media for an aggregate advertisement value of […***…]. The Company has represented that it needs access to various modes of advertisement through the Line of Credit (as defined below). Relying on such representation, the business plans of the Company, the financial position of the Company and the credit worthiness of the Company and the Promoters (as defined below), BCCL has agreed to extend a Line of Credit to the Company in terms of this Agreement.

E. The Company is agreeable to paying a deposit to BCCL, for the following: (i) availing of the Line of Credit; (ii) gaining access to the diverse Non-Print Entities through the Line of Credit; (iii) availing services of a relationship manager; and (iv) being provided with information about any special schemes of BCCL. The Company is also agreeable to making part payment for the Media utilized as and when the Company places advertisements in the Media.

F. The Parties have agreed to certain terms and conditions of the Line of Credit, including terms of usage of the Line of Credit by the Company for advertising of Company’s products, services and brands in Media in accordance with the terms and conditions provided herein.

NOW THEREFORE, in consideration of the mutual representations, warranties and covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby confirmed, it is hereby agreed by and between the Parties and this Agreement witnesseth as under:

(1) __________ (2) ___________ 2

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, the following terms, to the extent not inconsistent with the context thereof, shall have the meanings assigned to them hereinbelow:

(a) Agreement shall mean this Advertisement Agreement and any amendments or modifications, made to this Agreement by the Parties in writing;

(b) Business Day shall mean a day on which scheduled commercial banks are open and working in their regular course of business in New Delhi, India;

(c) Commencement Date shall be April 1, 2011, subject to payment of Deposit in terms of Article 2.2 below;

(d) Company Affiliates shall mean (a) such entities where the Company owns and controls at least 50% + 1 share of the paid up equity shares of the entity; (b) such entities which own and control atleast 50% + 1 share of the paid up equity shares of the Company (c) such entities which own and control at least 50% + 1 share of the paid up equity shares of entities defined in sub clause b of this clause; (d) such entities, except those defined above, wherein entities defined in sub clause b and/ or c own and control at least 50% + 1 share of the paid up equity shares and such entity and as enlisted in Exhibit 3 hereunder;

(e) Control shall mean direct or indirect possession of control or the power to direct or cause the direction of the management and policies of any company or entity, pursuant to the ownership of voting securities;

(f) Credit Amount shall have the meaning set out in Article 2.1;

(g) Cure Period shall have the meaning set out in Article 4.4;

(h) Deposit shall have the meaning set out in Article 2.2;

(i) Down Payment shall have the meaning set out in Article 2.4;

(j) Gross Amount Due shall have the meaning set out in Article 4.6.2;

(k) Line of Credit shall have the meaning set out in Article 2.1;

(l) Liquidity Amount shall have the meaning set out in Article 4.5.1;

(m) Liquidity Event shall mean the date on which the Net Warrant Exercise Amount is paid by BCCL to the Company in accordance with the terms of the Warrant Subscription Agreement;

(n) Media shall mean Print Publications and Non-Print Media collectively;

(o) Net Amount Due shall have the meaning set out in Article 4.6.2;

(p) Net Warrant Exercise Amount shall have the meaning set out in the Warrant Subscription Agreement;

(q) Non Defaulting Party shall have the meaning set out in Article 4.4;

(r) Non-Print Entities shall collectively mean the entities through which such Non – Print Media is offered;

(1) __________ (2) ___________ 3

(s) Non-Print Medium/Media shall mean the following: (i) internet portal Indiatimes.com through Times Internet Ltd., (ii) television channel Zoom TV through Zoom Entertainment Network Ltd., (iii) television channels ET Now, Movies Now and Times Now through Times Global Broadcasting Co. Ltd., (iv) Medianet initiatives carried out through Optimal Media Solutions Ltd., (v) FM radio channel Radio Mirchi through Entertainment Network India Ltd., (vi) magazines published and/or marketed through World Wide Media Ltd.; (vii) internet portals Timesjobs.com, Magicbricks.com and simplymarry.com through Times Business Solutions Limited; and (viii) bus-shelters and hoardings owned and operated through Times Innovative Media Ltd.

(t) Payment Date shall mean the date, as may be applicable, by which the Company is required to make payment upon expiry of the Term or termination of the Line of Credit in terms of Article 4.2 or 4.3 or 4.9 below or termination of this Agreement in terms of Article 4.4 below or the date on which the aggregate of the Liquidity Amounts paid along with the Deposit is equal to or greater than the Credit Amount;

(u) Post Suspension Termination Notice shall have the meaning set out in Article 4.3;

(v) Print Publications shall mean all newspapers, published and / or distributed by BCCL in any language within the territory of India;

(w) Promoter shall mean Yatra Online Cyprus Limited, the principal shareholder of the Company;

(x) Remaining Credit Amount shall have the meaning set out in Article 5.1;

(y) Response Letter shall mean the letter dated April 7, 2011, issued by the Response Department of BCCL, a copy of which is annexed hereto as Exhibit 2;

(z) Suspension Notice shall have the meaning set out in Article 4.3;

(aa) Term shall have the meaning set out in Article 4.1;

(bb) Termination Notice shall have the meaning set out in Article 4.2;

(cc) Utilized Credit Amount shall mean the amount that has been utilized by the Company at the relevant point in time towards the advertisements actually placed by the Company in both Print Publications and Non-Print Media in terms of this Agreement; and

(dd) Warrant Subscription Agreement shall mean the agreement of even date entered into between BCCL, the Company, the Promoter and others setting out the terms on which BCCL has subscribed to warrants issued by the Company.

1.2 Interpretation

1.2.1 Any reference in this Agreement to any statute or statutory provision shall be construed as including a reference to that statute or statutory provision as from time to time amended, modified, extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments, orders and regulations for the time being made pursuant to it or deriving validity from it.

1.2.2 The meanings set forth for defined terms in this Article and all pronouns shall be equally applicable to both the singular and plural, masculine, feminine or neuter forms as the context may require.

(1) __________ (2) ___________ 4

1.2.3 All references in this Agreement to Exhibits are to exhibits in or to this Agreement unless otherwise specified therein. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “include”, “including” and “among other things” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import.

1.2.4 References in this Agreement to any document or agreement shall be deemed to include references to such document or agreement as amended, varied, restated, supplemented or replaced from time to time in accordance with the terms thereof and to include any side letters executed in connection therewith, except as otherwise provided in this Agreement.

1.2.5 The headings/captions of the several Articles and clauses of this Agreement are intended for convenience only and shall not in any way affect the meaning or construction of any provision therein.

1.2.6 References to writing include printing, typing, lithography and other means of reproducing words in a visible form.

1.2.7 Time is of the essence in the performance of the Parties’ respective obligations. Any time period specified herein may be extended only if confirmed in writing by both the Parties, and such extended time shall also be of the essence.

1.2.8 The recitals stated above shall be read with and form a part of this Agreement.

ARTICLE 2

LINE OF CREDIT

2.1 The Company has requested BCCL to extend a long-term credit facility for release of advertisements and, subject to Article 2.2 and 2.3 below, BCCL has, relying on the representations given by the Company, agreed to extend such facility to the Company for an aggregate amount not exceeding […***…] (“Credit Amount”), to be utilised based on the terms and conditions set out in this Agreement (“Line of Credit”). The Credit Amount has been arrived at based on the business requirements of the Company.

2.2 The Company shall make payment of a sum of […***…] to BCCL as an interest free deposit (“Deposit”) subject to applicable statutory deductions, in consideration for the following:

2.2.1     being permitted to utilise the Line of Credit being provided by BCCL; and

2.2.2     BCCL enabling the Company to release advertisements in Non-Print Media in terms of this Agreement.

2.3 The Company shall make payment of the Deposit no later than 3 (Three) Business Days from the date hereof by pay order(s) or demand draft(s) or cheque(s) drawn on a recognised bank or such other means that are acceptable to BCCL.

2.4 The Company shall make payment to BCCL or the relevant Non-Print Entity of an amount equivalent to 1/3^rd (One-third) of the value of the advertisement (“Down Payment”) released in the Media, in cash, in accordance with the extant policy of BCCL or the Non-Print Entity in whose Non-Print Medium such advertisement is being released, as and when the Company releases the advertisement. It being clarified that the Down Payment shall not form a part of the Credit Amount and shall not be adjusted against / reduced by the amount of the Deposit. While releasing the Down Payment, the Company shall withhold the applicable taxes on the entire invoice amount.

(1) __________ (2) ___________ 5

2.5 The balance 2/3^rd (Two-third) of the value of advertisement released in the Media: (i) shall constitute a part of and be counted towards the Utilized Credit Amount for the purposes of this Agreement; (ii) shall not in the aggregate exceed the Credit Amount; and (iii) shall be paid in terms of Article 4.

2.6 Subject to Article(s) 4.2, 4.3 and 4.4 below, the Line of Credit shall continue to be available to the Company for the Term set out in this Agreement and the Company shall be permitted to release advertisements in terms of Article 3 below, to the extent of the Credit Amount set out in this Agreement and in accordance with the terms and conditions contained in this Agreement.

ARTICLE 3

TERMS OF RELEASE OF ADVERTISEMENTS

3.1 The Company shall be permitted to advertise, during the Term, on a non-exclusive basis only the products, services and brands owned and exclusively used by it and Company Affiliates to the extent of the Credit Amount or Remaining Credit Amount, as the case may be, and BCCL hereby agrees to carry such advertisements in the Media in accordance with the terms and conditions set out in this Agreement and in accordance with the extant policies of BCCL or the relevant Non-Print Entity.Provided that:

3.1.1 The Company shall only be permitted to use up to […***…] of the Credit Amount for the purposes of advertising in the Non-Print Media.

This Agreement shall also cover advertisements relating to corporate campaigns, financial information and recruitment requirements of the Company.

3.1.2 This Agreement shall also cover advertisement of co-branded products of the Company provided that:

3.1.2.1 Such advertisements shall primarily be for the advertisement of products and services of the Company.

3.1.2.2 In such advertisements the product and logo associated with the brand(s) of the Company shall get equal or more prominence over the product and logo associated with the brand(s) not owned by the Company.

3.1.3 The release of advertisements for any product that: (i) in any manner makes use of silk or leather, & (ii) contains any kind of non-vegetarian food; shall not be covered by this Agreement.

3.1.4 The Company shall make payment for the Credit Amount, or parts thereof, in accordance with Article 4 below. The Company hereby authorises BCCL to make payment to the respective Non-Print Entity on behalf of the Company, in respect of advertisements released in Non-Print Media.

(1) __________ (2) ___________ 6

3.1.5 The Company shall make payment for the Down Payment directly to BCCL or the relevant Non-Print Entities for such release in Print Publications or Non-Print Media, respectively.

3.2 It is clarified that: (i) the agency commission, if any, payable by the Company to an advertising agency, shall be paid by the Company directly to such agency and shall not form a part of the Credit Amount or Down Payment payable to BCCL or the relevant Non-Print Entities, as the case may be, with respect to the advertisements released by it; (ii) the Credit Amount, or a part thereof, shall not be utilised in relation to an event, sponsorship of an event, and/or any activity that requires BCCL or any Non-Print Entity to make payment to a third party & (iii) any future taxes payable, if any, on release of advertisements, shall be paid by the Company and shall not form a part of the Credit Amount or Down Payment.

3.3 The Parties agree that upon release of advertisements by the Company, BCCL or the respective Non–Print Entity, as the case may be, shall raise invoices for the advertisements released by it as follows:

(a) As regards advertisements placed in the Print Publications through an advertising agency, the invoicing shall be in terms of the extant policy applicable to Print Publications and shall be raised in the name of such advertising agency. Immediately thereafter, BCCL will credit the account of the advertising agency for the invoice value with corresponding debit to account of the Company;

(b) As regards advertisements placed in the Non-Print Media, the invoicing shall be in terms of the respective extant policies of such Non- Print Entities; and

(c) In the event the Company releases advertisements in Media directly and not through an advertising agency, the invoicing for such release(s) shall be in terms of the extant policy applicable to such Media.

It being clarified that, irrespective of whether the invoice has been raised by BCCL or the relevant Non-Print Entity, the Utilised Credit Amount will be deemed to have been utilized to the extent of advertisements placed by the Company in the Media.

3.4 By virtue of the rights accruing to the Company in terms of this Agreement, the obligation of the Company to pay BCCL shall be that of the Company and not the advertising agency.

3.5 The Company or the advertising agency, as the case may be shall ensure that any release order for advertisements being released in terms of this Agreement shall bear the following words: “This release order is being made in terms of the Advertisement Agreement entered into between BCCL and Yatra Online Private Limited” and quote the PT Reference Code that is allotted to the Company. Advertisement in terms of release orders not bearing the said words and the PT Reference Code shall be treated as advertisements in the normal course of business and shall not be considered as a release in terms of this Agreement. Further all invoices raised by BCCL and the respective Non-Print Entity shall bear the following words: “This invoice is being raised in terms of the Advertisement Agreement entered into between BCCL and Yatra Online Private Limited”.

3.6 The advertisement expenditure in terms of this Agreement shall be treated as recurring and ordinary expenditure in the books of the Company.

(1) __________ (2) ___________ 7

3.7 BCCL and the Company hereby agree and confirm that the rates for various advertisements in the Print Publications shall be in accordance with the extant policies of the specific Print Publication at the time of placing such advertisements, as modified by the Response Letter in Exhibit 2 of this Agreement. The rates for release of advertisements in Non-Print Media shall be as negotiated by the Company with the relevant Non-Print Entity. It is specifically clarified that the choice of space and slot in respect of advertisements by the Company in Media shall be subject to the availability of space or slot in the relevant Media as sought by the Company.

3.8 The Company agrees that this Agreement merely governs the advertising arrangement between BCCL and the Company. The Company further agrees that BCCL and the relevant Non–Print Entities shall retain full editorial independence in respect of the content in any Media to feature any articles, views, comments, features, news articles and so on, on the activities of the Company and on the Company, notwithstanding the terms of this Agreement. The Company hereby acknowledges and agrees that the Company will not be entitled to any preferential treatment in this regard by BCCL or the Non-Print Entities on account of the Company entering into this Agreement with BCCL.

ARTICLE 4

TERM, EXPIRY/TERMINATION OF LINE OF CREDIT AND CONSEQUENCES OF TERMINATION

4.1 The Line of Credit shall be available on and from the Commencement Date and shall continue to be available for a period of 4 (four) years (the “Term”), unless terminated earlier by the Parties in accordance with Article(s) 4.2 or 4.4 or suspended in accordance with Article 4.3 of this Agreement. In the event the aggregate value of advertisements released by the Company within the Term is less than […***…], the Company shall be entitled to release advertisements for the balance amount within a period of six months from the end of the Term, as per the terms hereof.

4.2 BCCL may, at any time after 6 (six) months from the date hereof and prior to the expiry of the Term, in its sole discretion, terminate the Line of Credit by giving 3 (three) days prior notice (“Termination Notice”) to the Company, upon occurrence of the following:

4.2.1 Initiation of voluntary or involuntary insolvency or bankruptcy proceeding of the Company, including filing of a winding up petition against the Company;

4.2.2 Failure by the Company of its obligations to make payments in accordance with Article 2.4 of this Agreement;

4.3 Notwithstanding Article 4.2 above, BCCL may at its option, suspend the Line of Credit, without terminating it, by giving 3 (three) days prior notice (“Suspension Notice”) to the Company based on any of the factors set out in Article 4.2 above. BCCL may, at its sole discretion, resume or terminate the Line of Credit, post such suspension by giving 3 (three) days prior notice to the Company (“Post Suspension Termination Notice”). Upon resumption, BCCL may grant a reasonable extension of the Term to the Company for utilising the Line of Credit.

4.4 Either Party (the “Non Defaulting Party”) may terminate this Agreement at any time in the event of a material breach by the other Party (the “Defaulting Party”) of any of its obligations under this Agreement, which material breach, if capable of cure or remedy, has not been cured or remedied by the Defaulting Party within 14 (fourteen) days of the receipt of written notice of such breach or failure (“Cure Period”) from the Non Defaulting Party.

(1) __________ (2) ___________ 8

4.5 The Company shall be liable to make payment of such amounts due under the Line of Credit as given below, on the occurrence of any of the following events, within such dates as outlined:

4.5.1 Upon the occurrence of a Liquidity Event before the expiry of the Term, termination of the Line of Credit in terms of Article 4.2 or 4.3 above, or upon termination of this Agreement in terms of Article 4.4 above, the Company shall be liable to make payment towards the Line of Credit, of an amount equivalent to the Net Warrant Exercise Amount paid under such Liquidity Event (“Liquidity Amount”), within 3 (Three) days from the date of such Liquidity Event. It is clarified that the Company shall be liable to make such payment, upon each occurrence of a Liquidity Event.

4.5.2 Upon expiry of the Term or termination of the Line of Credit in terms of Article 4.2 or 4.3 above or upon termination of this Agreement in terms of Article 4.4 above, provided a Liquidity Event has not taken place, within 3 (Three) days from such expiry or the date of the Termination Notice or Post Suspension Termination Notice or expiry of Cure Period, as the case may be, the Company shall be liable for an amount equal to the Utilised Credit Amount or the Deposit, whichever is higher.

4.5.3 Upon expiry of the Term or termination of the Line of Credit in terms of Article 4.2 or 4.3 above or upon termination of this Agreement in terms of Article 4.4 above, provided a Liquidity Event has taken place prior to such expiry or termination and the Utilized Credit Amount is greater than or equal to the aggregate Liquidity Amount(s) plus the Deposit, within 3 (Three) days from such expiry or the date of the Termination Notice or Post Suspension Termination Notice or expiry of Cure Period, as the case may be, the Company shall be liable for the Utilised Credit Amount less the aggregate of all amounts already paid by the Company in terms of Article 4.3.1 above (other than the Deposit).

4.5.4 Upon expiry of the Term or upon termination of the Line of Credit in terms of Article 4.2 or 4.3 above or upon termination of this Agreement in terms of Article 4.4 above, provided a Liquidity Event has taken place prior to such expiry and/or termination and the Utilised Credit Amount is less than the aggregate Liquidity Amount(s) plus the Deposit, within 3 (Three) days from such expiry or date of the Termination Notice or Post Suspension Termination Notice or expiry of Cure Period, as the case may be, the Company shall be liable for the aggregate Liquidity Amount(s) plus the Deposit less aggregate of all amounts, if any, already paid by the Company in terms of Article 4.5.1 above (other than the Deposit).

4.6 It is clarified that:

4.6.1 The aggregate of all amounts so payable in terms of Article 4.5 above by the Company shall not in any event exceed the Credit Amount; and

(1) __________ (2) ___________ 9

4.6.2 The amount payable to BCCL by the Company in terms of Article 4.5 above (“Gross Amount Due”) shall be paid after setting off the Deposit against such amount (“Net Amount Due”). It being acknowledged and agreed by the Parties that the Deposit shall be appropriated only on the Payment Date.

4.7 On or before the Payment Date or in terms of Article 4.5.1 above, the Company shall, by pay order(s) or demand draft(s) or cheque(s) drawn on a recognised bank or such other means that are acceptable to BCCL, pay the Net Amount Due or the Liquidity Amount, as the case may be.

4.8 Notwithstanding Article 4.4 above, in the event of the Company failing to make payment of the Net Amount Due to BCCL in the manner set out in this Agreement and within the time period set out in this Agreement, the Company shall be liable to pay such Net Amount Due along with an amount that is aggregate of the following:

4.8.1 an amount equivalent to the interest calculated at the rate of […***…] per annum, compounded annually, on the Net Amount Due (i.e. after adjusting the Deposit), calculated from the Payment Date till the actual date of payment.

4.9 Notwithstanding anything contained herein, in the event BCCL does not exercise the Warrants under the Warrant Subscription Agreement within the time stipulated in Article 2.2.3 of the Warrant Subscription Agreement, the Company shall be liable to make payment only of the following amounts, under the Line of Credit:

4.9.1 An amount equal to the aggregate value of advertisements consumed monthly and released by the Company under this Agreement along with interest calculated @ […***…] compounded on a monthly basis calculated from the Utilisation Date till the date of payment by the Company; and

4.9.2 Subject to Article 4.9.3 below, an additional interest of an amount equivalent to […***…].

4.9.3 The aforesaid payments shall be paid within 15 (Fifteen) days from the expiry of the Warrant Exercise Period as defined in the Warrant Subscription Agreement.

4.9.4 In the event the Warrant Subscription Agreement is terminated by BCCL, and the Company has completed the purchase of the Warrants including making payment thereunder, in accordance with Article 9.3 therein, the payment referred to above in Article 4.9.2 shall not apply.

4.10 Notwithstanding anything contained in this Agreement, termination of this Agreement will lead to the termination of the Warrant Subscription Agreement. Upon termination of this Agreement and subject to the payment by the Company towards the Line of Credit, along with interest calculated @ […***…] compounded on a monthly basis calculated from the date of termination till the date of payment, being received by BCCL, BCCL shall within 14 (Fourteen) days of receipt of payment as mentioned post such termination, send to the Company a notice of termination of the Warrant Subscription Agreement.

(1) __________ (2) ___________ 10

ARTICLE 5

AGREEMENT TO ADVERTISE & REFUND TO THE COMPANY

5.1 Upon the occurrence of one or more Liquidity Event(s) and in the event the aggregate of the Liquidity Amount for all such Liquidity Events plus the Deposit is greater than the Utilised Credit Amount, the Company hereby agrees to place advertisements of the value equal to such aggregate Liquidity Amount plus the Deposit less the Utilised Credit Amount (Remaining Credit Amount) in the Media, within the Term. It being further clarified that the Company shall be permitted to utilise the unutilised Credit Amount, i.e. the Credit Amount less the Liquidity Amount, if any, in terms of Article 3.

5.2 Upon any failure by BCCL to release any advertisements in the Print Publications on the scheduled date, including in the event of there being no issue of the relevant Print Publication on such date, BCCL shall refund the value of such advertisement as stated in the release order, provided that:

5.2.1 The release order for such advertisement given by the Company has been confirmed by the scheduling department of BCCL; and

5.2.2 BCCL shall have failed to have obtained the written consent of the Company, for not releasing such advertisement;

5.3 The Credit Amount or the Remaining Credit Amount shall stand reduced to the extent of refund as stated in Article 5.2. Further, such refund shall be made out of Remaining Credit Amount or the Deposit. Other than as stated in this Article 5, the Company shall not have any claim upon the Deposit or the Remaining Credit Amount.

ARTICLE 6

REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Each Party hereby represents and warrants to the other party as follows:

(a) Organization and Standing: It is duly organized and validly existing under the laws of India and has full power and authority (corporate or otherwise) and has all material governmental licenses, consents and approvals necessary to own its assets and properties and to carry on its business as now conducted.

(b) Authority and Enforceability: It has all necessary power, authority and approval to execute and deliver this Agreement and to perform all of its obligations arising or created hereunder. The execution, delivery and performance of this Agreement have been duly authorized after taking all required corporate action.

6.2 The Company hereby represents and warrants that the Company is the legal owner of and has the exclusive right, title and interest in all the brands promoted and advertised by the Company in terms of this Agreement, being the brands listed in Part A of Exhibit 1 hereto. The Company covenants that the brands promoted and advertised by the Company in terms of this Agreement, including the brands listed in Part A of Exhibit 1 hereto shall be owned and used exclusively by the Company during the Term of this Agreement. The Company further covenants that at least 3 (three) days prior to the release of advertisements relating to brand(s) other than those listed in Exhibit 1 hereto, the Company shall provide BCCL with necessary documents evidencing that it is the owner of such brand(s).

(1) __________ (2) ___________ 11

6.3 In respect of all advertisements to be released in Media in terms of this Agreement, the Company shall ensure the following:

6.3.1 That the Company shall be the owner of all rights to such advertisements;

6.3.2 That release of such advertisements shall not result in a violation of rights of any other entity; and

6.3.3 That release of such advertisements shall not result in a violation of any Applicable Law.

6.4 The Company represents that the information provided by the Company to BCCL with respect to its financial condition and business plan is accurate in all respects. The Company agrees that it shall on a continuous basis furnish the following information to BCCL after the date hereof:

6.4.1 The Company shall provide BCCL with the annual audited financials of the Company within 3 (Three) days from the same being approved at a board meeting of the Company and in any event, no later than 180 (One Hundred and Eighty) days from the end of each financial year; and

6.4.2 Quarterly turnover of the Company, within 45 days from the end of each Quarter;

6.5 As on the date of this Agreement, the Promoter holds 100% (One Hundred percent) of the shares of the Company and is in Control of the Company.

6.6 Each of the representations and warranties shall be construed as a separate representation, warranty, covenant or undertaking, as the case may be, and shall not be limited by the terms of any other representation or warranty or by any other term of this Agreement. Each of the representations and warranties shall be valid for the entire Term.

ARTICLE 7

MISCELLANEOUS

7.1 Notices

7.1.1 Any Notice or other communication required to be sent under this Agreement shall be sent or delivered to the receiving party at the postal address and facsimile set forth below, or at such other address as the Parties may from time to time designate in writing:

The Company	Yatra Online Private Limited Unit no 1101-1103, 11th Floor, Tower B Unitech Cyber Park, Sector-39 Gurgaon. Fax no: 0124-3040543 Attn: Mr. Dhruv Shringi, WTD-cum-CEO & Mr. Alok Vaish, CFO
BCCL	Bennett, Coleman & Company Limited, Times House 7, Bahadurshah Zafar Marg New Delhi 110103

(1) __________ (2) ___________ 12

Fax #: +91 11 23492040

Attention: Director – Legal,

CC: VP & Company Secretary,

Fax #: +91 22 22731737

7.1.2 Any notice or other communication shall be sent by certified or registered mail, facsimile or by hand delivery.

7.1.3 All notices referred to in this Agreement or other communications shall be deemed to have been duly given or made:

(a) 7 (seven) working days after being deposited in the mail with postage pre-paid; and

(b) if delivered by facsimile, when the activity report confirms successful transmission.

7.2 Amendment

No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing and duly executed by all the Parties.

7.3 Assignment

No rights, liabilities or obligations under this Agreement shall be assigned by either of the Parties hereto without the prior written consent of the other Party hereto. Provided that, the restrictions imposed by this Article, shall not be applicable to assignment by BCCL of its rights and obligations under this Agreement to any of its subsidiaries, affiliates or group companies. Any such subsidiary, affiliate or group company, to whom rights under this Agreement are assigned shall execute a deed of adherence agreeing to be bound by the terms and conditions of this Agreement.

7.4 Entirety

This Agreement supersedes all prior discussions and agreements between the Parties with respect to the subject matter of this Agreement (together with any amendments or modifications thereof and policies referred to), and contains the sole and entire agreement between the Parties hereto with respect to the subject matter hereof.

7.5 Relationship

None of the provisions of this Agreement shall be deemed to constitute a partnership between the Parties hereto and neither Party shall have any authority to bind or shall be deemed to be the agent of the other in any way except as set out herein.

(1) __________ (2) ___________ 13

7.6 Costs

Each Party shall bear its own legal, accounting, professional and advisory fees, commissions and other costs and expenses incurred by it in connection with this Agreement and the transactions contemplated herein.

7.7 Dispute Resolution

7.7.1 Any and all disputes or differences between BCCL and the Company arising out of or in connection with this Agreement or its performance shall, so far as it is possible, be settled by negotiations between the Parties amicably through consultation between a representative on behalf of BCCL and a representative on behalf of the Company.

7.7.2 Any dispute or difference arising out of or in connection with this Agreement, which cannot be amicably settled within 30 (thirty) days, shall be referred at the request in writing of either Party to binding arbitration by 1 (one) arbitrator to be appointed by mutual agreement between the Company and BCCL. If the Company and BCCL cannot mutually agree upon the same, then the dispute shall be decided by arbitration by a panel of 3 (three) arbitrators, one arbitrator each being appointed by the Company and BCCL and the third arbitrator being appointed in accordance with the Arbitration and Conciliation Act, 1996 or any amendment thereof. The language of arbitration shall be English and the venue of arbitration shall be New Delhi and the award shall be given at New Delhi.

7.7.3 Each Party shall bear and pay its own costs and expenses in connection with the arbitration proceedings unless the arbitrators direct otherwise.

7.8 Governing Law

This Agreement shall be governed and construed in accordance with the laws of India.

7.9 Jurisdiction

Subject to the provisions of this Article 7 and for such matters which the Court may have jurisdiction under and in respect of any arbitration proceedings, and subject further to applicable laws in this regard, this Agreement shall be subject to the exclusive jurisdiction of the Courts in New Delhi.

7.10 Severability

If any term or provision of this Agreement is held to be invalid, void or unenforceable, such provision shall be ineffective to the extent of prohibition or unenforceability shall be amended by the parties only to the extent necessary to be enforceable consistent with the parties' intent; provided that such unenforceability shall not invalidate the remaining provisions of this Agreement which shall remain in full force and effect.

7.11 Waiver

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same of any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

(1) __________ (2) ___________ 14

7.12 Counterparts

This Agreement may be executed in counterparts, each in the like form and which when taken together shall constitute one and the same document.

7.13 Confidentiality:

No announcements or other disclosures concerning this agreement or any acts performed by the Parties in pursuance hereof shall be made by any Party save in the form agreed in writing between the Parties or where required by applicable law or regulation or any Government Agency or authority and save and except such information, which is part of the public domain, provided that such information has not become part of the public domain on account of any act or omission of any of the Parties.

7.14 Survival

Any provision or covenant of this Agreement, which expressly, or by its nature, imposes obligations beyond the expiration, or termination of this Agreement shall survive such expiration or termination.

7.15 Force Majeure

Upon the occurrence of an event of force majeure which restricts, prevents or interferes with the either of the Parties performance of their obligations under this Agreement, the Parties shall meet forthwith to discuss the terms of this Agreement, in order to arrive mutually at an equitable solution.

7.16 Disclosure of Terms

The Company, if required, shall disclose the terms of this Agreement in the offer document filed by the Company with the concerned authorities in relation to an initial public offer of the Company.

[REST OF THE PAGE INTENTIONALLY LEFT BLANK]

(1) __________ (2) ___________ 15

IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day and year first above written.

SIGNED AND DELIVERED BY THE WITHIN NAMED

BENNETT, COLEMAN & CO LIMITED

BY THE HAND OF MR.

(AUTHORISED SIGNATORY)

Name: Puneet Suri      /s/ Puneet Suri

Designation: Dep. Director

IN THE PRESENCE OF:

WITNESS:

NAME AND ADDRESS

SIGNED AND DELIVERED BY THE WITHIN NAMED

YATRA ONLINE PRIVATE LIMITED

BY THE HAND OF MR. Dhruv Shringi

/s/ Dhruv Shringi

(AUTHORISED SIGNATORY)

Name:

Designation: WTD-cum-CEO

IN THE PRESENCE OF:

WITNESS:

NAME AND ADDRESS

(1) __________ (2) ___________ 16

EX-10.22

Exhibit 10.22

GLOBAL AGREEMENT

This Global Agreement (“Agreement”) is effective as of 1 July 2012 (“Effective Date”) and is between:

Amadeus IT Group, S.A., a Spanish company with principal offices at Salvador de Madrigal, 1 - 28027 Madrid, Spain ( “Amadeus”), and

Yatra Online Private Limited, an Indian company having its registered office at Unit No. 208/209, 2nd Floor, C-Wing, Trade World Centre, Kamala Mills, Senapati Bapat Marg, Lower Parel (W), Mumbai-400 013, Maharashtra, India (“Customer”)

(each a “Party” and collectively the “Parties”)

RECITALS

WHEREAS, the Amadeus Group has developed and is operating a fully automated global reservations and distribution system known as the Amadeus System (defined below), with the ability to perform comprehensive information, communications, reservations, ticketing and related functions;

WHEREAS, Customer desires to utilize the Amadeus System and other related products and services;

IT IS AGREED:

1. DEFINITIONS

The following definitions shall apply to the terms used in this Agreement unless the context otherwise requires:

1.1 “Agreement” means this Global Agreement, and any Exhibit attached hereto, as amended or supplemented from time to time.

1.2 “Amadeus Group” means the group of legal entities established in order to organize, develop, operate, and market the Amadeus System, including Amadeus IT Group, S.A., its subsidiaries and affiliated companies.

1.3 “Amadeus ACO” means an Amadeus Commercial Organization distributing the Amadeus System within a specified market.

1.4 “Amadeus System” or “System” means the global distribution system (GDS) being developed, operated and distributed by the Amadeus Group.

1.5 “Amadeus Web Services” means the application program interface, which consists of a platform-neutral offering that adheres to cross-platform Web services standards, and related infrastructure, including but not limited to Amadeus System connectivity, software and services, made available by the Amadeus Group to Customer for the development of Client Applications as referenced in Exhibit 4 hereto.

1.6 “Booking” means an individual air, car or hotel reservation entry in the itinerary portion of a PNR processed and booked in the Amadeus System which has not been cancelled, unconfirmed or unfulfilled and which are billable to the Provider. “Net Bookings” are calculated as Bookings less cancellations. Such calculation shall be done on a monthly basis.

1.7 “Content” means all airline, car or hotel computerised travel information containing information about schedules, availability, fares and related services, and through which reservations can be made and/or tickets issued through the Amadeus System.

1.8 “Customer Locations” means Customer and its wholly owned and majority owned locations, all of which are identified on Exhibit 1 hereto. Additional Customer Locations may be added by mutual written agreement in accordance with Exhibit 5, and at mutually agreed commercial terms.

1.9 “Customer Equipment” means equipment, hardware, software and any other material that is not provided by Amadeus or an Amadeus ACO.

1.10 “Eligible Booking” means those Net Bookings that have been paid for by the Provider to Amadeus.

1.11 “Equipment” means hardware provided to Customer by Amadeus or an Amadeus ACO.

1.12 “GDS” shall mean a global distribution system (commonly referred to as a computerized reservation system). A GDS (i) collects, stores, processes, displays and/or distributes information through computer terminals and other devices concerning air and/or ground transportation, lodging and other travel related products and services offered by travel suppliers; (ii) enables travel agencies, corporations and/or travel wholesalers to reserve or otherwise confirm the use of, or make inquiries or obtain information in relation to, such products and services and/or (iii) processes transactions for the acquisition or use of such products and services. For the avoidance of doubt, GDS shall include but not be limited to each of the global distribution systems operated by Abacus, Amadeus, Axess, Farelogix, G2 Switchworks, Infini, ITA, Sabre, Sirena, Topas, Travelport, Travelsky, and their respective affiliates, successors and assigns, and any other system with multi-provider content offering such content to travel agencies, corporations and/or travel wholesalers.

1.13 “Location” means a physical travel service management location identified by a specific physical street address and office ID.

1.14 “Master Pricer" means an automated low fare search tool especially adapted to online travel agents. Master Pricer is designed to allow many interactions in the flight and fare search and is only available via Amadeus Web Services.

1.15 “PNR” means passenger name record.

1.16 “Preferred GDS” means […***…] or more of Customer’s total GDS Bookings will be made on the Amadeus System. For the purpose of this definition, bookings which Amadeus has indicated in writing would not be Eligible Bookings shall not be counted among Customer’s total GDS Bookings.

1.17 “Provider” means a provider of travel related services that makes its data available through the Amadeus System.

1.18 “Review Period” means a period of every twelve months, the first such Review Period commencing on the Effective Date, and subsequent Review Periods commencing on each anniversary of the Effective Date during the Term and any Extension.

1.20 “Software” means software and related documentation provided by Amadeus or an Amadeus ACO.

1.21 “Subscriber Agreement” means an agreement between Amadeus or an Amadeus ACO and a customer covering the provision of Amadeus and/or Amadeus ACO related products and services.

1.22 “Taxes” means any VAT, federal, state or local tax, surcharge, education charge, levy, duty or similar charge that is imposed on the sale, lease, transfer or use of any products or services made available to Customer or a Customer Location pursuant to this Agreement.

1.23 “Transaction” or “Central System Transaction” means a request to process data that is transmitted to the Amadeus System. Multiple data elements transmitted to the Amadeus System in a string will be counted as one Transaction. Data elements transmitted via wizards, macros, robotics and similar means may result in multiple Transactions that are not apparent to the Amadeus System user. A “Central System Transaction” means a Transaction on the Amadeus System not including low fare search transactions (e.g Master Pricer).

1.24 “User” or “Users” means individuals that access the Amadeus System over a Web-Site.

1.25 “Web-Site” means any internet web-site or mobile application owned and operated by Customer that is made available to Users.

2. TERM

This Agreement, unless terminated earlier by mutual consent of both the Parties, shall be effective from 1 July 2012 for a period of four (4) years and six (6) months, expiring on 31 December 2016 (the “Term”), at which point this Agreement will automatically terminate without further action by the Parties unless: (i) the Parties mutually agree in writing to an extension of this Agreement or (ii) the Customer fails to fulfill its obligation pursuant to Clause 3.3 hereof, in which case the Agreement will automatically extend for additional one month periods until such time as the Customer has created […***…] Net Bookings from its Customer Locations (sub-sections (i) or (ii) of this Clause 2 referred to herein as an “Extension”). Subject to the aforementioned, Parties may enter into a new agreement based on mutual discussions.

3. ESSENTIAL CONDITIONS OF THE AGREEMENT / CONTRACTING

The following conditions agreed between the Parties form the base of this Agreement:

3.1 Customer agrees that, as a material condition of this Agreement, Amadeus shall be used as its Preferred GDS during any Review Period (including where airline direct connections may exist) for its reservations and air ticketing requirements at its present or future Customer Locations, except where:

(i) certain content is not available on the Amadeus System; or

(ii) upon reasonable evidence from Customer that due solely to technical or other deficiencies with the Amadeus connection or Equipment (and not that of Customer), that the Amadeus System is not connected to Customer Locations or Web-Site, but only for the limited period that such defect has not been corrected.

3.2 In case of non-compliance with Clause 3.1 above, Amadeus will have the right to obtain an injunction to prohibit Customer from using any other GDS other than Amadeus amongst other remedies.

3.3 Customer shall create […***…] Net Bookings from all its Customer Locations combined during the Term together with any Extension.

3.4 This Agreement applies only to the Customer Locations listed in Exhibit 1, and as may otherwise be agreed by the Parties in writing from time to time and upon completion and execution of an Amendment to the Agreement (Exhibit 5).

3.5 Where shareholdings in a new business in India are majority or wholly owned by Customer, Bookings from such business shall automatically be counted under this Agreement. If, however, shareholdings in a business are not majority owned by Customer, Bookings from such business will not automatically be counted under this Agreement.

3.6 Notwithstanding the foregoing, in the event Customer or a Customer Location acquires business that is already utilizing the Amadeus System and Customer desires Bookings from such business to be counted under this Agreement then such Bookings will be counted and covered under this Agreement, but only subject to such business fulfilling all of its contractual obligations under its existing Amadeus contract, and upon completion and execution of an Amendment to the Agreement (Exhibit 5).

3.7 A breach of Clause 3.1 above shall be considered a material breach of the Agreement in addition to other matters that may be material breaches under Clause 10 of this Agreement.

4. PRODUCTS AND SERVICES

4.1 Generally. Customer Locations will be provided access to the System and may order the products and services reflected on the attached Exhibits and/or as otherwise provided by Amadeus and the Amadeus ACOs. Customer Locations will order all products and services directly from Amadeus unless otherwise directed. In the event that Customer Locations wish to order products and services from an ACO then such Customer Location must enter into a Subscriber Agreement with that ACO, even if such Customer Location is already a party to this Agreement.

4.2 The System

A. System Access. Amadeus will grant access to the Amadeus System to all Customer Locations.

B. Ownership/Use. The System is Amadeus’ proprietary information and a trade secret.

C. System Modifications. Amadeus or its licensors may, in its discretion modify, replace, substitute and/or upgrade or enhance the functions and components of, and data provided through, the System without any obligation to Customer or any Customer Location.

D. Interference with System Performance. If Customer Equipment degrades or interferes with System performance, or is an unauthorized modification thereto, Customer understands that all resulting downtime and costs will be Customer’s or the applicable Customer Location’s sole responsibility.

E. Suspension of Access. Amadeus may suspend System access for a particular Customer Location without liability if:

(1) Amadeus reasonably believes that an abuse or misuse of the System is being caused, permitted or enabled by such particular Customer Location or on such particular Customer Location’s behalf; or

(2) Such particular Customer Location attempts unauthorized modifications to the System; or

(3) Such particular Customer Location's access causes degradation to the System or interference with use of the System by other users, or causes a condition which may place Amadeus in potential or actual breach of its agreements with other parties (e.g., in the event of robotic software causing an inordinate amount of Transactions to hit the System).

If System access is suspended pursuant to E(1), E(2) or E(3) above, Amadeus will notify the Customer Location as soon as reasonably possible. The particular affected Customer Location will have thirty (30) days to cure the degradation, interference or other problem. If the cure is not effected within said period, then this Agreement may be terminated as to such affected Customer Location without liability to the Customer Location or any other party.

5. CHARGES FOR PRODUCTS AND SERVICES

5.1 Generally. Charges for products and services provided to Customer Locations are as stated in the attached Exhibits and Taxes thereon will be as agreed under Clause 7 below. Charges for other products and services will be at Amadeus’ or the applicable Amadeus ACO’s then prevailing rates. Only Customer Locations are entitled to the pricing identified in the attached Exhibits.

5.2 Payment of Charges. Unless otherwise agreed between the Parties, Amadeus will invoice Customer for Amadeus centrally provided products and services. Any sums due to Customer by Amadeus may be offset by Amadeus against charges invoiced and owed by Customer.

Amadeus may impose a late charge for any payments not received by the due date. Said late charge shall not exceed amounts authorized by applicable law.

6. ADVANCE INCENTIVE AND LOYALTY SIGNING BONUS

In exchange for Customer’s use of the System in the Customer Locations as detailed under Exhibit 1, Customer will qualify for the Advance Incentive and Loyalty Signing Bonus identified on and subject to Exhibit 2. Any repayments of the Advance Incentive or Loyalty Signing Bonus or as referenced in Exhibit 2 will be along with interest at a compounded annual rate of […***…] from the date the payment was made by Amadeus.

7. TAXES

The Parties agree to comply with any and all applicable Tax laws and regulations. Charges for products and services and payment of the Loyalty Signing Bonus, Advance Incentive and Loyalty Incentives are exclusive of Taxes. For the transactions contemplated hereunder, Amadeus shall be liable for any Taxes which must be paid to Spanish tax authorities and Customer shall be liable for any Taxes which must be paid to Indian tax authorities. Should Customer be required under applicable law to withhold or deduct any portion of the payments due to Amadeus as repayment of any portion of either the Loyalty Signing Bonus or Advance Incentive, then the sum payable to Amadeus will be increased by the amount necessary to yield to Amadeus an amount equal to the sum it would have received had no withholdings or deductions been made. Payment to Amadeus for products and services (such as those described in Exhibit 3 hereof) shall be subject to statutory withholding, and the Customer shall provide Amadeus with formal withholding certificates for all amounts withheld. The Parties will cooperate in good faith to obtain refunds of any taxes paid to the authorities that should not have been charged and/or paid. The Parties’ agreement to this clause is based on tax laws and regulations effective as of the Effective Date. Should there be a material change in tax laws or regulations which affect the transactions hereunder, the Parties shall discuss in good faith possible changes to their respective tax obligations pursuant this clause.

8. WARRANTIES DISCLAIMER/LIMITATIONS

8.1 DISCLAIMER OF ALL OTHER WARRANTIES AND REMEDIES. AMADEUS MAKES NO WARRANTIES TO CUSTOMER UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF THE DATA DERIVED FROM THE SYSTEM, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, OR THAT AMADEUS OR THE AMADEUS ACO WILL MAKE THE DATA OF ANY PARTICULAR PROVIDER AVAILABLE TO CUSTOMER OR CUSTOMER LOCATIONS ON THE SYSTEM.

8.2 LIABILITY LIMITATIONS

A. Dishonored Reservations. IF A PROVIDER DOES NOT HONOR A RESERVATION BOOKED THROUGH THE SYSTEM DUE TO OVER SALE OR LACK OF A RECORD OF THE RESERVATION, THE SOLE REMEDY WILL BE AS SET FORTH IN THE PROVIDER’S TARIFF OR THE PROVIDER’S APPLICABLE POLICIES AND PROCEDURES.

B. Limitation of Liability. EXCEPT FOR (A) ACCRUED SUMS EXPRESSLY OWED UNDER THIS AGREEMENT BY EITHER PARTY TO THE OTHER; (B) ANY EXPRESS INDEMNITY OBLIGATIONS HEREIN; (C) ANY PAYMENT OBLIGATIONS PURSUANT TO AN EXHIBIT; AND (D) DIRECT DAMAGES FOR BREACHES OF CONFIDENTIALITY, GROSS NEGLIGENCE OR WILFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER, UNDER ANY THEORY OF LIABILITY OR ANY FORM OF ACTION FOR ANY OTHER DAMAGE INCLUDING LOSS OF PROFITS OR BUSINESS OR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, CONSEQUENTIAL, INTEREST, REVENUE, SAVINGS OR ANY OTHER ECONOMIC LOSS, OR THE COMPILATION, COMMUNICATION, DELIVERY OR LOSS OF USE OF ANY DATA, EVEN IF THE DEFAULTING PARTY HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF.

TO THE EXTENT THAT EITHER PARTY HAS ANY OTHER LIABILITY UNDER THIS AGREEMENT OR IN RELATION TO THIS AGREEMENT UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT AND TORT, THEN EACH PARTY'S LIABILITY FOR DAMAGES TO THE OTHER HEREUNDER, EXCEPT IN THE CASE OF WILFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE PARTY, WILL BE LIMITED TO ONE HUNDRED THOUSAND (100,000) U.S. DOLLARS.

9. CONFIDENTIALITY

The Parties will not disclose any of the terms and conditions of this Agreement, including but not limited to pricing, loyalty bonus or incentive terms, to any third party without the other Party’s written consent. Further, both Parties agree not to disclose the other Party’s or any Customer Location’s Confidential Information without written consent. “Confidential Information” includes the terms and conditions of this Agreement and otherwise means information, not generally known in the relevant trade or industry, which was received by a Party (the “Receiving Party”) from the other Party or a Customer Location (the “Disclosing Party” as applicable), and which is information relating to: (1) trade secrets of the Disclosing Party; (2) existing or contemplated products, services, technology, designs, processes, formulae, computer systems, algorithms, research or developments of the Disclosing Party; or (3) business plans, sales or marketing methods, methods of doing business, customer lists or requirements, and supplier information of the Disclosing Party. “Confidential Information” does not include information (1) already known to the Receiving Party at the time of disclosure (unless under a pre-existing obligation of confidence); (2) that becomes publicly available (other than due to a breach by the Receiving Party); (3) is rightfully received by the Receiving Party from a third party without an obligation of confidentiality; (4) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, or (5) relates to data generated through the System which is disclosed by Amadeus to or as required by third parties in the normal and customary course of Amadeus’ business (for example MIDT data).

10. TERMINATION/EFFECT OF TERMINATION

10.1 Termination. The Agreement will be terminated in accordance with Clause 2 above. Neither Party may terminate this Agreement for convenience. In addition to any other termination rights expressly provided for in this Agreement, this Agreement may be terminated by either Party:

(i) for a material breach of any term of the Agreement by the other Party, in the event that the other Party fails to cure such breach within thirty (30) days after receipt of notice;

(ii) upon notice if the other Party breaches Clause 9 above and fails to cure all consequences arising from such breach within five (5) days’ notice of the breach;

(iii) if the other Party becomes insolvent, makes an assignment for the benefit of creditors, suffers the appointment of a receiver, a trustee, a creditors committee, or a petition in bankruptcy or seeks reorganization, or readjustment of its debts or its dissolution or liquidation or for any other relief under any bankruptcy or insolvency law, or has entered against it a judgement or decree for its dissolution which remains undismissed or undischarged or unbonded for a period of thirty (30) days, or if the other party shall take any step leading to the cessation as a going concern, or ceases operations for reasons other than a strike.

10.2 Effect of Termination.

(i) In the event of termination of this Agreement, (a) the Parties will promptly return all Confidential Information to the Disclosing Party, and (b) Customer Locations will no longer be entitled to the pricing or any incentives that may be identified in this Agreement.

(ii) A. In the event that this Agreement is terminated during the Term or any Extension by (a) Customer for any reason other than pursuant to Clause 10.1 (i), (ii) or (iii) or 13.2 below or (b) Amadeus, pursuant to Clause 10.1 (i) or (ii) above, and Customer has created less than […***…] Net Bookings, Customer agrees to pay back to Amadeus, without the requirement for notice or demand, and within ten (10)days following the termination of this Agreement: […***…].

B. In the event that this Agreement is terminated during the Term or any Extension by (a) Customer for any reason other than pursuant to Clause 10.1 (i), (ii) or (iii) or 13.2 below or (b) Amadeus, pursuant to Clause 10.1 (i) or (ii) above, and Customer has created […***…] Net Bookings or more, Customer agrees to pay back to Amadeus, without the requirement for notice or demand, and within ten (10) days following the termination of this Agreement: […***…].

(iii) In the event that this Agreement is terminated during the Term or any Extension by Amadeus pursuant to Clause 10.1 (iii) above or by either Party pursuant to Clause 13.2 or 13.6, or this Agreement is mutually terminated in writing by both Parties, then Customer shall refund to Amadeus the amount equal to the sum of: […***…] Net Bookings made by the Customer on the Amadeus System from the Effective Date until the date of termination of this Agreement. Any such payment will be paid within ten (10) days following termination of the Agreement along with interest at a compounded annual rate of […***…] from the date the Loyalty Signing Bonus and the Advance Incentive was paid.

11. NOTICES

Notices and consents under this Agreement must be in writing, and will be deemed delivered: (1) five (5) business days after being sent by first class mail to the address below (or identified on the form attached as Exhibit 1); or (2) two (2) business days after being sent by way of a nationally recognized overnight delivery service to the address below (or identified on the form attached as Exhibit 1); or (3) immediately upon hand delivery, in each case to the person identified below.

To: Amadeus IT Group, S.A.   Same address as above.       Attn: Global Customers IT Solutions   For any claims hereunder, a copy to General Counsel. To: Yatra Online Private Limited   1101-03, Tower B, 11th Floor, Unitech Cyber Park Sector – 39, Gurgaon – 122 001   Attn: Mr. Dhruv Shringi

Either Party may give written notice to the other Party of such other address(es) to which notices shall be sent, and thereafter notices shall be sent to such new or additional addresses.

12. ARBITRATION

Any question concerning the existence, validity, or termination of this Agreement, and any other dispute arising out of or relating to this Agreement, that cannot be resolved by agreement between the Parties shall be finally settled by arbitration according to the ICC Rules and the following:

12.1 The number of arbitrators shall be three (3). Each Party shall nominate one (1) arbitrator for confirmation by the ICC. If a Party fails to nominate an arbitrator within the time period specified by the ICC Rules, the ICC Court of Arbitration shall appoint an arbitrator for that Party. The arbitrators nominated by (or on behalf of) the Parties shall, within twenty-one (21) days after their confirmation by the ICC Court of Arbitration, agree on a third arbitrator who shall act as the chairman.

12.2 The language of the arbitration shall be English.

12.3 The decision of the arbitrators shall be final, conclusive and binding on the Parties. Any award rendered by the arbitrators may be enforced by any court or authority of competent jurisdiction.

12.4 The place of the arbitration shall be Singapore.

12.5 Any monetary award shall be denominated in U.S Dollars.

12.6 The arbitrators shall be bound to follow the terms and conditions of this Agreement including, but not limited to, all limitations of liability provided herein.

13. GENERAL PROVISIONS

13.1 Assignment. Customer may not assign this Agreement or any right or obligation under this Agreement without Amadeus’ consent, which will not be unreasonably withheld. If Amadeus permits an assignment, the assignee will be deemed to have assumed and be bound by all of Customer obligations under this Agreement. Subject to prior written approval given by the Customer, which will not be unreasonably withheld, Amadeus may assign this Agreement to (i) a company within the Amadeus Group, and (ii) to any entity that acquires substantially all of Amadeus’ assets.

13.2 Force Majeure. Neither Party shall be responsible for, nor be deemed to be in default under this Agreement on account of, any failure to perform or delay in performance hereunder caused directly or indirectly by any fact beyond such Party’s reasonable control including, but not limited to, acts of God, war, terrorism, criminal acts of third parties, embargo, strikes or other labour disputes, work stoppages, riots, civil unrest, fires or acts of government (“Force Majeure”). The Party claiming that Force Majeure has occurred shall without unnecessary delay notify the other Party in writing of the cause and effect of the Force Majeure. The Parties shall use their best efforts to avoid, overcome and offset the effects of any cause or potential cause of an event of Force Majeure. The Party claiming Force Majeure shall notify the other Party immediately of the cessation of the Force Majeure. Upon cessation of the cause of the Force Majeure, this Agreement shall again become fully operative, provided that should such Force Majeure event continue for greater than thirty (30) days, either Party may terminate this Agreement upon written notice to the other Party, and the provisions of Clause 10 will apply.

13.3 IP/Tradenames/Trademarks. The owner of all patent, trademark, copyright and any other intellectual property right will continue to be the owner of such property rights. No right to such property is granted by one Party to the other by virtue of this Agreement. Except for Amadeus’ right to identify Customer as a customer of Amadeus, the Parties will not use one another’s tradename or trademarks without prior written consent of the owner. Amadeus will own all development provided or funded by Amadeus or its contractors except solely as otherwise agreed in writing.

13.4 Governing Law. This Agreement is governed by and construed in accordance with the laws of England and Wales, exclusive of conflicts of law principles.

13.5 Material Revenue Change. Should there be a decrease of chargeable booking fee from Amadeus to any Provider, Amadeus upon receiving intimation to this effect, shall notify Customer of such change. The Parties agree to negotiate in good faith any adjustments necessary to the Loyalty Incentive rates for such Eligible Bookings resulting from such change. In the event that the Parties cannot agree to such adjustments after reasonable consultations and escalation to senior management within their respective organizations during a period of no less than forty-five (45) days, Amadeus may reduce the Loyalty Incentive on such segments. In such cases and at Customer’s request, Amadeus shall facilitate a certificate issued by an independent third party auditor or accounting firm confirming that the reduction in the Loyalty Incentive to Customer is in proportion to the reduction in the booking fee from the applicable Provider.

13.6 Change in Law/Regulation. The Parties understand that the travel industry in which they operate is constantly evolving due to technological advancements, regulatory overview and changes in Provider distribution policies. The Parties desire the flexibility to address material changes in the industry. Accordingly, in the event there is a material change in any law or regulation governing or applying to GDSs, Providers or travel agency companies which have or will have a direct or indirect material adverse effect upon the benefits of this Agreement to either Party, then the affected Party may notify the other Party of such material change in law or regulation, as well as proposed changes to this Agreement (the “Notice”). The Parties will then meet as appropriate with the goal of addressing the proposed changes in good faith. If the Parties do not agree to such changes within forty-five (45) days after the date of the Notice, then the affected Party may terminate this Agreement upon ninety (90) days written prior notice to the other Party and the provisions of Clause 10 will apply.

13.7 Booking and Transaction Counts. Amadeus relies on automated records for Booking and Transaction data. In the event Customer disputes the Booking volume, Customer must prove and substantiate such claim with proper records (electronic or otherwise) of all Bookings made within sixty (60) days from date of intimation of Booking volumes by Amadeus to Customer failing which Amadeus' calculations will be final and binding.

13.8 Waiver. No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provision or of any subsequent breach.

13.9 Independence. In no event shall either Party act as an agent of the other. The Parties are entirely independent from the other and this Agreement in no manner creates a partnership, joint venture or similar relationship.

13.10 Entire Agreement / Modification. This Agreement constitutes the entire agreement between the Parties with respect to this subject matter and supersedes and cancels all prior agreements or understandings, oral or written. This Agreement may not be modified or amended except in writing, signed by authorized representatives of each Party.

13.11 Third Party Beneficiary. This Agreement is for the benefit of the Parties only. It does not confer any rights or benefits on any other party.

13.12 Identification of Customer and Customer Locations. Customer agrees, and will cause Customer Locations to agree as necessary, to their identification in any marketing, booking and sales data that Amadeus, Amadeus IT Group, S.A. or any other company of the Amadeus Group decides to make available.

13.13 Severability. If any provision of this Agreement shall be invalid, illegal, or unenforceable in any respect, it shall be ineffective only to the extent of such invalidity, illegality or unenforceability and shall not in any way affect or impair the validity, legality and enforceability of the balance of such provision or any other provision of this Agreement. The Parties shall endeavour in good faith negotiations to replace the invalid, illegal or unenforceable provision(s) or such portion thereof with such valid, legal and enforceable provision(s) the economic effect or which is as close as possible to that of the invalid, illegal or unenforceable provision(s).

13.14 Captions. The captions appearing in this Agreement have been inserted as a matter of convenience and in no way define, limit or enlarge the scope of any provision of this Agreement.

13.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS THEREOF, the Parties hereto have executed this Agreement as of the dates below.

Amadeus IT Group, S.A.		Yatra Online Private Limited
Name:	Holger Taubmann	Name:	Dhruv Shringi
Title:	SVP Distribution	Title:	CEO
Date:	Sept 14, 2012	Date:	Sept 14, 2012

/s/ Holger Taubmann	/s/ Dhruv Shringi
Signature	Signature