REVERSE RECAPITALIZATION | REVERSE RECAPITALIZATION As discussed in Note 1, on July 18, 2022, the Company consummated a business combination pursuant to the Business Combination Agreement.The Business Combination was accounted for as a Reverse Recapitalization, rather than a business combination, for financial accounting and reporting purposes. Accordingly, Legacy Mondee was deemed the accounting acquirer (and legal acquiree) and ITHAX was treated as the accounting acquiree (and legal acquirer). Under this method of accounting, the reverse recapitalization was treated as the equivalent of Legacy Mondee issuing stock for the net assets of ITHAX, accompanied by a recapitalization. Legacy Mondee has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Legacy Mondee’s pre-combination stockholders have the majority of the voting power in the post- Business Combination company; • Legacy Mondee’s stockholders have the ability to appoint a majority of the New Mondee Board; • Legacy Mondee’s management team is considered the management team of the post-Business Combination company; • Legacy Mondee’s prior operations is comprised of the ongoing operations of the post-Business Combination company; • Legacy Mondee is the larger entity based on historical revenues and business operations; and • The post-Business Combination company has assumed Mondee’s operating name. The net assets of ITHAX are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities, and results of operations prior to the Business Combination are those of Legacy Mondee. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated. Earn-out Shares Following the closing of the Business Combination, holders of the earn-out shares are entitled to the right to receive up to an aggregate amount of 9,000,000 shares of New Mondee Class A Common Stock that would vest (in part) in equal thirds if the trading price of the company's Class A Common Stock was greater than or equal to $12.50, $15.00, and $18.00 for any 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the closing of the Business Combination and ending on the four anniversary of the closing of the Business Combination. In the event that there is a company sale and during the vesting period that will result in the holders of Class A Common Stock receiving a company sale price equal to or in excess of the applicable price per share set forth above, then immediately prior to the consummation of the company sale any such vesting of earn-out shares that has not previously occurred shall be deemed to have occurred and the holders of such earn-out shares shall be eligible to participate in such company sale. In the event of any merger, sale, consolidation, recapitalization, equity transfer, restructuring, reorganization or other similar business transaction that does not constitute a company sale, any remaining unvested earn-out shares shall not be forfeited, shall remain outstanding, and shall remain subject to the remaining applicable vesting triggering events set forth above. In the event of a company sale, including where the consideration payable is other than a specified price per share, for purposes of determining whether the applicable stock price levels set forth above have been achieved, the price paid per share of common stock will be calculated on a basis that takes into account the number of earn-out shares that will vest (i.e., the ultimate price per share payable to all holders of common stock will be the same price per share used to calculate the number of earn-out shares that vest). The holders will have all of the rights of a holder of common stock with respect to the unvested earn-out shares, except that the holders will not be entitled to consideration in connection with any sale or other transaction and the earn-out shares cannot be sold, redeemed, assigned, pledged, hypothecated, encumbered or otherwise disposed of prior to vesting. As the earn-out shares are not puttable by the holders thereof, the underlying shares are not redeemable outside of the Company’s control, and the earn-out shares are settled through the or through the vesting, a fixed number of shares, the earn-out shares are not a liability within the scope of ASC 480, Distinguishing Liabilities from Equity. Further, although the earn-out shares meet the definition of a derivative, they qualify for the equity-scope exception to derivative accounting because they meet the criteria for equity indexation and equity classification under ASC 815-40, Contracts in Entity’s Own Equity. Note that if a company sale occurs as a result of a cash offer, the calculation of the share price used to determine if the applicable stock price level set forth above has been achieved would include the earn-out shares. Lastly, the earn-out shares are indexed to the Company’s own stock, as there are no other events that would accelerate the vesting of such shares other than the share price being in excess of the applicable stock price levels set forth above or a company sale. Accordingly, these earn-out shares are equity classified In accordance with terms of the Business Combination and upon closing, the Company approved a total earn-out of 9,000,000 Class A Common Stock, which were allocated as follows as at September 30, 2022. Shareholder Type Grant Date Number of Shares Employee 7/18/2022 6,000,000 Investor 7/18/2022 500,000 Employee 9/7/2022 900,000 Non-employee 9/12/2022 200,000 Unallocated shares — 1,400,000 Total 9,000,000 While the earn-out shares are legally issued (except for 200,000 earn-out shares issued to non-employee) and placed into escrow, they are not considered outstanding for accounting purposes until resolution of the earn-out contingency. The estimated acquisition date fair value was determined using a Monte Carlo simulation valuation model. Assumptions used in the valuation at the Closing Date were as follows: Assumptions Fair Value of Class A Common Stock $10.13 Selected Volatility 60 % Risk-free interest rate 3.14 % Contractual terms (years) 4.0 Of the initial allocated shares 500,000 of earn-out were allocated to key investors for participation and approvals of the business combination agreement. As such these earn-out meet the definition of a derivative, however they qualify for the equity-scope exception to derivative accounting because they meet the criteria for equity indexation and equity classification under ASC 815-40, Contracts in Entity's Equity. As such the fair value impacts totaling $4,157 were recorded within equity under Additional paid in capital owing to insufficient retained earnings balances as of the date of issuance of the earn-out. Further, 6,000,000 of the earn-out Class A Common Stock were issued to the chief executive officer of Mondee which was determined to be equity settled in accordance with topic 480. The chief executive officer was awarded earn out shares primarily to lead and direct activities contributing to successful close of the business combination in his capacity of an executive responsible for oversight with no future services required. Additionally such incremental payments were offered only to specific and identified employees of Legacy Mondee, accordingly the Company determined his awards to be compensatory in nature owing to his service agreement and oversight role in the Business Combination. The Company recorded compensation expenses upon completion of the Business Combination totaling $50,060 within the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2022. Subsequent to the closing date of the Business Combination, the Company allocated an additional 1,100,000 shares of which 900,000 were issued to an employee for his continued services and 200,000 were allocated but will be issued subject to requisite service period condition. These earn-out shares require future service to secure the option which confirms that these earn-outs are compensatory in nature in accordance with topic 718. The stock based compensation expense for employee earn-out shares were recognized over the derived service period. For non-employee earn-out shares, the Company recorded share based compensation expense on a monthly basis over the longest period between the implicit or derived service period. The Company recorded an additional $674 of compensation expense for employee to Personnel Expenses within the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2022. The non-employee is an advisor to the company and its share based compensation expense of $33 were recorded to Sales and Other expenses within the Condensed Consolidated Statement of Operations. The grant-date fair values of the earn-outs granted to employees and non-employees were estimated using the following range of weighted average assumptions: Assumptions Fair Value of Class A Common Stock 7.81-10.13 Selected Volatility 60%-61% Risk-free interest rate 3.14%-4.17% Contractual terms (years) 3.8-4.0 As of September 30, 2022, unrecognized earn-out compensation expense totaled $6,382 expected to be recorded over the balance term.As of date of issuance of this report the remaining 1,400,000 earn out Class A Common Stock remain unallocated. Upon the closing of the Business Combination and the PIPE Financing, the Company received net cash proceeds of $62,191. The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Deficit for the nine months ended September 30, 2022: Recapitalization Cash proceeds from ITHAX, net of redemptions 8,548 Cash proceeds from PIPE Financing 70,000 Less: Cash payment of ITHAX transaction costs and underwriting fees (7,357) Less: Cash payment of Legacy Mondee transaction costs and advisory fees paid (9,000) Net cash proceeds upon the closing of the Business Combination and PIPE financing 62,191 Less: Cash payment of ITHAX and Legacy Mondee transaction costs subsequent to closing of the Business Combination (3,696) Net cash proceeds as of September 30, 2022 58,495 Less: Non-cash net liabilities assumed from ITHAX (7,845) Less: Legacy Mondee transaction costs incurred and unpaid as of September 30, 2022 (2,310) Net contributions from the Business Combination and PIPE financing upon closing 48,340 Immediately upon closing of the Business Combination, the Company had 74,747,218 shares issued and outstanding of Class A Common Stock. The following table presents the number of shares of the Company’s Class A Common Stock outstanding immediately following the consummation of the Business Combination: ITHAX Class A Ordinary Shares, outstanding prior to Business Combination 24,825,000 ITHAX Class B Ordinary Shares, outstanding prior to Business Combination 5,433,750 Less: Redemption of ITHAX Class A Ordinary Shares (23,311,532) Shares issued from PIPE financing 7,000,000 Total shares from the Business Combination and PIPE Financing 13,947,218 Legacy Mondee shares 1 60,800,000 Total shares of Class A Common Stock immediately after Business Combination (Class A Common Stock)* 74,747,218 *Total shares excludes earn-out shares of 7,400,000. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $28,811 related to legal, accounting, and other professional fees, which were offset against the Company’s additional paid-in capital. Of the $28,811, $15,325 was incurred by Legacy Mondee and $13,486 was incurred by ITHAX. As of September 30, 2022, the Company has made cash payments totaling $20,053 for transaction costs incurred by both Legacy Mondee and ITHAX. As of September 30, 2022, $326 of transaction costs were attributable to the issuance of private warrants that were determined to be a liability, and as such were recorded to other expenses within the Condensed Consolidated Statement of Operations. Asset Acquisition Under Common Control On July 18, 2022, the Company entered into an Asset Purchase Agreement (the “Asset Purchase”) with Metaminds Technologies Pvt. Ltd., (“Seller” "Metaminds"), Prasad Gundunmogula and Madhuri Pasam, and Mondee Group, LLC (“Mondee Group”) where the Company acquired the assets and liabilities of Metaminds for a purchase consideration of $2,000. Mondee Group is a separate entity that is owned by both Prasad and Madhuri (Prasad’s wife). Metaminds derives its revenue from providing IT Solutions and Services exclusively to Legacy Mondee. Prasad and Madhuri collectively own all the issued and outstanding shares of the capital stock of Metaminds and Mondee Group. Prasad is also the CEO of Mondee, Inc., and at the time of the transaction owned approximately 83% of outstanding Class A Common Stock of Mondee. As such, Metaminds and Mondee are entities under common control. The Asset Purchase was accounted as an asset acquisition, as Metaminds is not considered a business in accordance with the guidance in ASC 805, Business Combinations |