CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of June 24, 2015 1.00% Convertible Senior Notes due 2020Indenture • April 22nd, 2016 • Ctrip Com International LTD • Services-business services, nec • New York
INDENTURE dated as of June 24, 2015 between CTRIP.COM INTERNATIONAL, LTD., a Cayman Islands exempted company, as issuer (the “Company”, as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
CONVERTIBLE NOTE PURCHASE AGREEMENT by and among CTRIP.COM INTERNATIONAL, LTD., GAOLING FUND, L.P. and YHG INVESTMENT, L.P. Dated as of December 9, 2015Convertible Note Purchase Agreement • April 22nd, 2016 • Ctrip Com International LTD • Services-business services, nec • New York
WHEREAS, the Company desires to issue, sell and deliver to the Purchasers, and the Purchasers desire to purchase from the Company, the Notes (as defined below) pursuant to the terms and subject to the conditions of this Agreement;
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • April 22nd, 2016 • Ctrip Com International LTD • Services-business services, nec
This Equity Interest Pledge Agreement (this “Agreement”) is entered into in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) by and among the following parties on March 23, 2016:
Equity Option AgreementEquity Option Agreement • April 22nd, 2016 • Ctrip Com International LTD • Services-business services, nec
Restated Exclusive Technical Consulting and Services AgreementExclusive Technical Consulting and Services Agreement • April 22nd, 2016 • Ctrip Com International LTD • Services-business services, nec
Loan AgreementLoan Agreement • April 22nd, 2016 • Ctrip Com International LTD • Services-business services, nec
Framework Agreement for Treatment of Qunar Employee Shares and Equity AwardsFramework Agreement for Treatment of Qunar Employee Shares and Equity Awards • April 22nd, 2016 • Ctrip Com International LTD • Services-business services, nec • New York
In order to continue to incentivize employees of Qunar Cayman Islands Limited (“Qunar”) to continue to perform their duties diligently and align their interests with those of Qunar’s shareholders, Qunar and Ctrip.com International, Ltd. (“Ctrip”) hereby agree, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, as follows:
TECHNICAL CONSULTING AND SERVICES AGREEMENTTechnical Consulting and Services Agreement • April 22nd, 2016 • Ctrip Com International LTD • Services-business services, nec
This Technical Consulting and Services Agreement (this “Agreement”) is entered into in Shanghai, the People’s Republic of China (“PRC”) as of __________ by and between the following parties:
EXCLUSIVE CALL OPTION AGREEMENTExclusive Call Option Agreement • April 22nd, 2016 • Ctrip Com International LTD • Services-business services, nec
This Exclusive Call Option Agreement (this “Agreement”) is entered into in Shanghai, the People’s Republic of China (“PRC”) as of __________ by and among the following parties:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • April 22nd, 2016 • Ctrip Com International LTD • Services-business services, nec
This Equity Pledge Agreement (this “Agreement”) is entered into in Shanghai, the People’s Republic of China (“PRC”) as of __________ by and between the following parties:
LOAN AGREEMENTLoan Agreement • April 22nd, 2016 • Ctrip Com International LTD • Services-business services, nec
This Loan Agreement (this “Agreement”) is entered into in Shanghai, the People’s Republic of China (“PRC”) as of __________ by and between the following parties:
CTRIP.COM INTERNATIONAL, LTD.Purchase Agreement • April 22nd, 2016 • Ctrip Com International LTD • Services-business services, nec • New York
The ADSs issuable upon conversion of the Securities and the Ordinary Shares represented by such ADSs shall be hereinafter referred to as the “Underlying Securities.” The ADSs to be issued upon conversion of the Securities will be issued pursuant to the Deposit Agreement, dated as of December 8, 2003, as amended and restated as of August 11, 2006, and as further amended and restated as of December 3, 2007, among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all owners and holders from time to time of the ADSs issued thereunder (the “Deposit Agreement”), as supplemented by a restricted issuance agreement to be dated June 24, 2015 between the Company and the Depositary (the “Restricted Issuance Agreement”).
