- Transformational partnership giving Mondee access to EBG’s network combined reach of over 100 million members and users, bringing Mondee’s total member access to over 125 million -

- Strategic partnership to provide reciprocal access to travel technology, complementary distribution networks and expanded travel and entertainment offerings -

Mondee Holdings II, Inc. (“Mondee”), the fast-growth, travel technology company and marketplace, with a portfolio of globally recognized platforms and brands in the leisure, retail and corporate travel sectors, today announced that it has signed a strategic partnership with EBG to exchange access to technology, customer networks and a broad array of travel options, attractions and events.

EBG is a leading e-commerce solutions provider and a market leader in merchandising thousands of attractions and activities, live events, hotel rooms, flights, vacation packages as well as other brands and services, through private employer and membership-based programs and other direct distribution channels. EBG sells millions of admission tickets annually and has a combined reach of over 100 million members and users from more than 40,000 participating companies including Fortune 500 and Fortune 1000 corporations.

As part of the new partnership, Mondee and EBG will cross-sell to their expansive distribution networks, reaching millions of travelers and consumers. In addition, Mondee will provide its technology platform to EBG to include packaged travel solutions for an extensive set of travel and airline products.

EBG, one of the largest sales partners for many of the major theme parks, attractions, entertainment producers, and other travel organizations in the country, will connect with Mondee’s systems to deliver unique experiences, products, and services through Mondee’s network and extensive travel platforms. Mondee plans to continue to expand and leverage its industry changing technology platform to work with EBG to provide technology solutions for ongoing sophisticated traveler needs.

“We are thrilled to partner with EBG to bring together two market-leading, technology-based travel and entertainment companies to better serve the needs of our discerning consumers,” said Prasad Gundumogula, Founder and Chief Executive Officer of Mondee. “Partnering with EBG allows us to enhance our emerging subscription platforms and package new hospitality and entertainment offerings for our customers who are constantly evolving to seek new and differentiated, value-based experiences. We also look forward to deploying our innovative travel technology marketplace to support EBG’s many member-based organizations. Post this transformative partnership, Mondee’s platforms and products are estimated to have a combined access to more than 125 million members and users. The first phase of our partnership commenced a few months ago and is delivering material, tangible results.”

“We are pleased to leverage Mondee’s consumer-friendly travel technology platform to broaden and enhance the user-experience on our platforms,” said Brett Reizen, Founder and Chief Executive Officer of EBG. “This exciting opportunity allows both companies to share industry-leading technology to facilitate unique travel experiences for Mondee and EBG’s network.”

Mondee expects to complete its previously announced business combination with ITHAX Acquisition Corp. (Nasdaq: ITHX) in the first half of 2022. EBG also joined a number of institutional and strategic investors in the $70 million fully committed, 100% common equity private investment in public equity, or “PIPE”, raised in connection with the transaction. The combined company anticipates being listed on the Nasdaq Stock Market under the ticker symbol “MOND.”

About Mondee:

Mondee is a group of leading travel technology, service, and content companies driving disruptive innovative change in the leisure, corporate, and retail travel markets. They deliver a revolutionary technology platform of SaaS, mobile, and cloud products and services to a global customer base, processing over 50 million daily searches in 2019 and multi-billion dollars of transactional volume yearly. Founded in 2011, Mondee is headquartered in Silicon Valley, California, with 17 offices in USA and Canada, and operations in India, Thailand, and Ireland. For more information, please visit https://www.mondee.com.

About EBG:

EBG is an e-commerce solutions provider specializing in travel and entertainment, and also offering retail products and services, voluntary benefits and insurance. EBG powers a robust portfolio of technology solutions and operates a network of employer and membership-based platforms reaching a captive audience, providing leading brands with incremental distribution opportunities. EBG's expanded network reaches over 100 million users from participating companies and closed loop affinity and membership groups.

EBG owns and operates the largest and most comprehensive employee savings program in the country — serving over 40,000 corporate clients through its proprietary platforms TicketsatWork, Plum Benefits, Working Advantage and Beneplace. EBG is a b2b2c company headquartered in Miami, with offices in New York, Orlando, Las Vegas and Austin. Learn more at www.ebgsolutions.com.

About ITHAX Acquisition Corp.:

ITHAX Acquisition Corp., a Cayman Islands exempted company (NASDAQ: ITHX), is a blank check company formed by the founder of Ithaca Capital and the principals of AXIA Ventures. Ithaca Capital is a real estate investment manager with focus on deep-value hospitality investments in the United States, Latin America and Caribbean. AXIA Ventures Group is a leading, independent, privately-owned investment bank founded in 2008 that provides services in more than 20 countries through its offices in New York, London, Milan, Athens and Nicosia. For more information, please visit https://ithaxacquisitioncorp.com.

Forward-Looking Statements:

Certain statements in this Document (as defined below) may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the proposed business combination between ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 366718 (“ITHAX”), and Mondee Holdings II, Inc., a Delaware corporation (“Mondee”), ITHAX’s and Mondee’s ability to consummate the transaction, the expected closing date for the transaction, the benefits of the transaction and the public company’s future financial performance following the transaction, as well as ITHAX’s and Mondee’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words “anticipates,” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecast,” “future, ” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “propose,” “should,” “seeks,” “will,” or the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by both ITHAX and its management, and Mondee and its management, as the case may be, are inherently uncertain. Except as otherwise required by applicable law, ITHAX disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. ITHAX cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of ITHAX. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; (2) the outcome of any legal proceedings that may be instituted against ITHAX, Mondee, the combined company or others following the announcement of the business combination and any definitive agreements with respect thereto; (3) the inability to complete the business combination due to the failure to obtain approval of the shareholders of ITHAX, to obtain financing to complete the business combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (5) the ability to meet stock exchange listing standards following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations of ITHAX or Mondee as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the business combination; (10) the possibility that ITHAX, Mondee or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the combined company’s business and/or the ability of the parties to complete the proposed business combination; (12) Mondee’s estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; (13) adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside the control of the parties; (14) significant fluctuations in the combined company’s operating results and rates of growth; (15) dependency on the combined company’s relationships with travel agencies, travel management companies and other travel businesses and third parties; (16) payment-related risks; (17) the combined company’s failure to quickly identify and adapt to changing industry conditions, trends or technological developments; (18) unlawful or fraudulent activities in the combined company’s operations; (19) any significant IT systems-related failures, interruptions or security breaches or any undetected errors or design faults in IT systems of the combined company; (20) exchange rate fluctuations; and (21) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary” in ITHAX’s final prospectus relating to its initial public offering dated February 1, 2021 and in subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”), including the registration statement on Form S-4, relating to the business combination that ITHAX filed with the SEC on March 21, 2022, as amended by that Amendment No. 1 to Form S-4, filed with the SEC on April 26, 2022, that Amendment No. 2 to Form S-4, filed with the SEC on May 20, 2022, and that Amendment No. 3 to Form S-4, filed with the SEC on June 7, 2022, which includes a prospectus/proxy statement of ITHAX. There may be additional risks that neither ITHAX nor Mondee presently know of or that ITHAX or Mondee currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Author and any of their affiliates, directors, officers and employees expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events.

No Offer or Solicitation

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Information for Investors and Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

In connection with the proposed business combination, ITHAX filed a registration statement on Form S-4 with the SEC on March 21, 2022, as amended by that Amendment No. 1 to Form S-4, filed with the SEC on April 26, 2022, that Amendment No. 2 to Form S-4, filed with the SEC on May 20, 2022, and that Amendment No. 3 to Form S-4, filed with the SEC on June 7, 2022, which includes a prospectus/proxy statement of ITHAX. ITHAX also plans to submit or file other documents with the SEC regarding the proposed transaction. A definitive proxy statement/prospectus will be mailed to the shareholders of ITHAX. INVESTORS AND SHAREHOLDERS OF ITHAX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION, WHICH WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Mondee and ITHAX once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.

Additional Information about the Business Combination and Where to Find It:

Additional information about the proposed business combination, including a copy of the business combination agreement and investor presentation, was disclosed in a Current Report on Form 8-K, that ITHAX filed with the SEC on December 20, 2021 and is available at www.sec.gov. In connection with the proposed business combination, ITHAX filed a registration statement on Form S-4 with the SEC on March 21, 2022, as amended by that Amendment No. 1 to Form S-4, filed with the SEC on April 26, 2022, that Amendment No. 2 to Form S-4, filed with the SEC on May 20, 2022, and that Amendment No. 3 to Form S-4, filed with the SEC on June 7, 2022, which includes a prospectus/proxy statement of ITHAX. Additionally, ITHAX will file other relevant materials with the SEC in connection with the proposed business combination of ITHAX with Mondee. The materials to be filed by ITHAX with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Investors and security holders of ITHAX are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination.

Participants in Solicitation:

ITHAX, Mondee and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of ITHAX in connection with the proposed transaction. Information about the directors and executive officers of ITHAX is disclosed in ITHAX’s initial public offering prospectus, which was filed with the SEC on February 1, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Disclaimer:

This presentation (the “Document”) has been prepared by Mondee, ITHAX, AXIA Ventures Group Limited (“AXIA”) and Ithaca Capital Partners (“Ithaca” and together with Mondee, ITHAX and AXIA, the “Authors”). This Document is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “business combination”) between Mondee and ITHAX. The information contained herein does not purport to be all-inclusive and none of the parties or their respective directors, officers, shareholders or affiliates make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Document or any other written or oral communication communicated to the recipient in the course of the recipient's evaluation of Mondee or ITHAX. The information contained herein is preliminary and is subject to change and such changes may be material.

This communication does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of ITHAX, Mondee, or any of their respective affiliates.

ITHAX is a blank check company listed on NASDAQ. AXIA Capital Markets LLC (“ACM”) is a U.S. registered broker-dealer and member of FINRA. ACM is a wholly owned subsidiary of AXIA Ventures Group Ltd (“AVG”), a privately-owned investment banking group mainly focused on Southern Europe, providing financial advisory services and capital markets services to corporate and institutional clients. Ithaca and Mondee are incorporated in Delaware.

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