CONVERTIBLE NOTE PURCHASE AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and PRICELINE GROUP TREASURY COMPANY B.V. Dated as of December 9, 2015Convertible Note Purchase Agreement • December 14th, 2015 • 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;
THIRD AMENDED AND RESTATED STANDSTILL AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and THE PRICELINE GROUP INC. Dated as of December 9, 2015Standstill Agreement • December 14th, 2015 • Priceline Group Inc. • Services-business services, nec • New York
This THIRD AMENDED AND RESTATED STANDSTILL Agreement (this “Agreement”) is made and entered into as of December 9, 2015 and effective as of the Closing (as defined in the 2015 II Note Purchase Agreement) 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”) as amended and restated by the Amended and Restated Standstill Agreement entered into between such parties on September 15, 2014 and as further amended and restated by the Second Amended and Restated Standstill Agreement entered into between such parties on May 26, 2015 (the “Second A&R Agreement”).
