0001193125-04-112000 Sample Contracts

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 30th, 2004 • Rakuten, Inc. • Services-business services, nec

This Amendment No. 1 to Registration Rights Agreement, dated as of June 21, 2004 (this “Amendment”), is made and entered into by and among Ctrip.com International, Ltd., a Cayman Islands company (the “Company”) and each of the persons named on the signature pages hereto (each, a “Shareholder” and collectively, the “Shareholders”). Terms used but not defined herein shall have the meanings assigned to them in the Registration Rights Agreement (as defined below).

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ASSIGNMENT AGREEMENT
Assignment Agreement • June 30th, 2004 • Rakuten, Inc. • Services-business services, nec • New York

THIS ASSIGNMENT AGREEMENT (this “Assignment”), is made and entered into as of June 18, 2004, by and among IDG Technology Venture Investment, Inc., a Massachusetts company and IDG Technology Venture Investments, L.P., a Delaware limited partnership, (together, “Assignors”), and Rakuten, Inc., a Japanese corporation (“Assignee”) (collectively, the “Parties” and individually a “Party”).

Translation of the Bank Transaction Agreement BANK TRANSACTION AGREEMENT SUMITOMO MITSUI BANKING CORPORATION
Bank Transaction Agreement • June 30th, 2004 • Rakuten, Inc. • Services-business services, nec

The Parties do hereby agree to the basic matters set forth below in regard to the bank transactions between the Parties hereto:

Translation of the Special Overdraft Loan Agreement
Special Overdraft Loan Agreement • June 30th, 2004 • Rakuten, Inc. • Services-business services, nec

In addition to each of the provisions of the Bank Transaction Agreement entered into between the signatory (“Borrower”) and Sumitomo Mitsui Banking Corporation (the “Bank”), Borrower hereby consents to this Special Overdraft Loan Agreement (this “Agreement”) and agrees to conduct overdraft loan transactions as set forth below:

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 30th, 2004 • Rakuten, Inc. • Services-business services, nec • New York

STOCK PURCHASE AGREEMENT (“Agreement”), dated as of June 14, 2004, by and among the parties listed in Schedule 1 (collectively, the “Selling Shareholders,” and each individually a “Selling Shareholder”) and Rakuten, Inc., a Japanese corporation (the “Buyer”).

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