priceline.com IncorporatedPurchase Agreement • September 27th, 2006 • Priceline Com Inc • Services-business services, nec • New York
Priceline.com Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $150,000,000 principal amount of its 0.50% Convertible Senior Notes due September 30, 2011 (“2011 Notes”) and an aggregate of $150,000,000 principal amount of its 0.75% Convertible Senior Notes due September 30, 2013 (“2013 Notes” and, together with the 2011 Notes, the “Firm Securities”), convertible into shares of the Company’s common stock, par value $0.008 per share (“Stock”), and, at the election of the Purchasers, up to an aggregate of $22,500,000 additional principal amount of the 2011 Notes (“Optional 2011 Notes”) and up to an aggregate of $22,500,000 additional principal amount of the 2013 Notes (“Optional 2013 Notes” and, together with the Optional 2011 Notes, the “Optional Securities”) (the Firm Securities and the Optional Securities which the Purchaser
