CONVERTIBLE NOTE PURCHASE AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and PRICELINE GROUP TREASURY COMPANY B.V. Dated as of August 7, 2014Convertible Note Purchase Agreement • September 29th, 2014 • Priceline Group Inc. • Services-business services, nec • New York
WHEREAS, the Company desires to issue, sell and deliver to the Purchaser, and the Purchaser desires to purchase from the Company, the Note (as defined below) pursuant to the terms and subject to the conditions of this Agreement;
AMENDED AND RESTATED STANDSTILL AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and THE PRICELINE GROUP INC. Dated as of September 15, 2014Standstill Agreement • September 29th, 2014 • Priceline Group Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED STANDSTILL Agreement (this “Agreement”) is made and entered into as of September 15, 2014 by and between Ctrip.com International, Ltd., a Cayman Islands exempted company (the “Company”), and The Priceline Group Inc., a Delaware corporation (“Priceline”), and amends and restates in its entirety the Standstill Agreement entered into between such parties on August 7, 2014 (the “Original Agreement”).
STOCK PURCHASE PLAN ENGAGEMENT AGREEMENTStock Purchase Plan Engagement Agreement • September 29th, 2014 • Priceline Group Inc. • Services-business services, nec • New York
Stock Purchase Plan Engagement Agreement dated as of September 2, 2014 (this “Agreement”) between Priceline Group Treasury Company B.V. (the “Purchaser”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Broker”), acting as agent for the Purchaser.
Joint Filing AgreementJoint Filing Agreement • September 29th, 2014 • Priceline Group Inc. • Services-business services, nec
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the American Depositary Shares, each representing 0.25 ordinary shares, par value $0.01, of Ctrip.com International, Ltd., and that this agreement be included as an Exhibit 1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
