The Board adopted, and the stockholders of the Company approved the 2022 Equity Incentive Plan (the “2022 Plan”), effective as July 18, 2022, the date of the closing of the transaction contemplated by the agreement dated December 20, 2021, by and among ITHAX, First Merger Sub, Second Merger Sub and Mondee. The maximum number of shares of common stock that may be issued pursuant to the 2022 Plan is 9,615,971.


	Number of RSUs Outstanding	Weighted-Average Grant Date Fair Value
Unvested - December 31, 2023	2,724,052	$	5.91
Granted	5,515,438	2.32
Vested	(5,193,206)	3.17
Forfeited or canceled	(122,482)	3.86
Unvested – June 30, 2024	2,923,802	$	4.10

During the three and six months ended June 30, 2024, the Company recorded stock-based compensation expense related to RSUs of $11.3 million and $15.4 million, respectively. During the three and six months ended June 30, 2023 the Company recorded stock-based compensation expense related to RSUs of $1.4 million and $1.4 million, respectively. As of June 30, 2024, the Company had unamortized stock-based compensation expense of $12.0 million related to RSUs remaining to be recognized over a weighted-average period of 1.37 years.

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

Employee

4/20/2023

180,000

Forfeit add back

10/11/2023

(200,000)

Employee

12/31/2023

1,353,333

Forfeit add back

4/13/2024

(20,000)

Unallocated shares

—

86,667

Total

9,000,000

Excluding the 1,533,333 earn-out shares allocated, net of forfeitures, on September 12, 2022, April 20, 2023 and December 31, 2023, all other earn-out shares have been legally issued to the respective shareholders and have restrictions that prohibit the shareholders from transferring them until the vesting market conditions are met. These earn-out shares in escrow are not considered outstanding for accounting purposes until resolution of the earn-out contingency.

The Company recognized $0.2 million and $1.4 million of compensation expense related to earn-out shares for employees to personnel expenses within the condensed consolidated statement of operations for the three and six months ended June 30, 2024, respectively. The Company recognized $1.2 million and $3.3 million of compensation expense related to earn-out shares for employees to personnel expenses within the condensed consolidated statement of operations for the three and six months ended June 30, 2023, respectively. The Company recognized $0.3 million and $0.6 million of compensation expense related to earn-out shares issued to a non-employee advisor for the three and six months ended June 30, 2023, which was recorded to general and administrative expenses within the condensed consolidated statement of operations.

As of June 30, 2024, unrecognized earn-out compensation expense totaled $0.4 million expected to be recorded over the balance term. As of June 30, 2024, there are 86,667 earn-out shares that remain unallocated.