priceline.com IncorporatedPurchase Agreement • March 12th, 2012 • 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 $875,000,000 principal amount of its 1.0% Convertible Senior Notes due 2018 (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 $125,000,000 additional principal amount of its 1.0% Convertible Senior Notes due 2018 (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Purchasers elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).
