December 5, 2005 priceline.com Incorporated Norwalk, CT 06854 Attention: Robert J. Mylod Gentlemen:Warrant Repurchase Agreement • December 6th, 2005 • Priceline Com Inc • Services-business services, nec • Delaware
This letter (the “Warrant Repurchase Agreement”) sets forth the terms of our agreement with respect to your repurchase from us of the warrants (the “Warrants”) to purchase shares of common stock of priceline.com Incorporated, a Delaware corporation (the “Company”), issued to Marriott International, Inc., a Delaware corporation (“MII”), pursuant to the Warrant Agreement dated as of March 17, 2003, between the Company and MII, as amended pursuant to the Certificate as to Warrant Adjustments dated as of June 20, 2003 (collectively, the “Warrant Agreement”). Following the triggering of certain adjustment provisions, the Warrants relate to the right to purchase up to 833,333 shares of the Company’s common stock at an Exercise Price of $9.84 per share. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Warrant Agreement.
