X0306 4 2022-09-29 0001828852 Mondee Holdings, Inc. MOND 0000895421 MORGAN STANLEY 1585 BROADWAY NEW YORK NY 10036 true 0001535639 MS Capital Partners Adviser Inc 1585 BROADWAY NEW YORK NY 10036 true Class A Common Stock, par value $0.0001 per share 2022-09-29 4 P 0 1000000 A 1000000 I See Footnote Warrants to purchase Common Stock 11.5 2022-09-29 4 P 0 150000 A 2022-09-29 2027-09-29 Common Stock, par value $0.0001 per share 150000 150000 I See Footnote Morgan Stanley ("MS") is the indirect parent of the general partners of a fund (the "Private Fund") that paid $10,000,000 in cash to Mondee Holdings, Inc. (the "Issuer") for 1,000,000 shares of Issuer Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), and warrants (the "Warrants") to purchase 150,000 shares of Issuer Class A Common Stock, par value $0.0001 per share (the "Common Stock," and together with the Preferred Stock and the Warrants, the "Issuer Securities"). Morgan Stanley Capital Partners Adviser Inc. ("Adviser"), an indirect subsidiary of MS, is the investment manager to the Private Fund. As a result of the aforementioned relationships among each of MS and the Adviser, on the one hand, and the Private Fund, on the other hand, each of MS and the Adviser may be deemed to share beneficial ownership over the Issuer Securities held by the Private Fund. Each of MS and the Adviser disclaims beneficial ownership of the Issuer Securities included herein except to the extent of its pecuniary interest therein, if any, and the inclusion of such Issuer Securities in this report shall not be deemed to be an admission of beneficial ownership of such Issuer Securities for the purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934 or for any other purpose. This filing does not reflect Issuer Securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the applicable MS reporting unit in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). Morgan Stanley, By: /s/ Mustufa Salehbhai, as Authorized Signatory 2022-09-30 MS Capital Partners Adviser Inc., By: Mustufa Salehbhai, as Authorized Signatory 2022-09-30