EXHIBIT 4.4 CTRIP.COM INTERNATIONAL, LTD. A CAYMAN ISLANDS COMPANY SHAREHOLDERS AGREEMENTShareholders Agreement • November 13th, 2003 • Ctrip Com International LTD • New York
Exhibit 1.1 CTRIP.COM INTERNATIONAL, LTD. (an exempted company limited by shares under the laws of the Cayman Islands) - American Depositary Shares each representing two Ordinary Shares U.S. UNDERWRITING AGREEMENT Dated: -, 2003 TABLE OF CONTENTSUnderwriting Agreement • December 4th, 2003 • Ctrip Com International LTD • Services-business services, nec • New York
RECITALSIndemnification Agreement • November 13th, 2003 • Ctrip Com International LTD • New York
CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of September 12, 2016 1.25% Convertible Senior Notes due 2022Indenture • April 13th, 2017 • Ctrip Com International LTD • Services-business services, nec • New York
INDENTURE dated as of September 12, 2016 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).
ANDConsulting Services Agreement • November 13th, 2003 • Ctrip Com International LTD
AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of December 8, 2003 Amended and Restated as of August 11, 2006Deposit Agreement • August 6th, 2007 • Ctrip Com International LTD • Services-business services, nec • New York
DEPOSIT AGREEMENT dated as of December 8, 2003, as amended and restated as of August 11, 2006 among CTRIP.COM INTERNATIONAL, LTD., incorporated under the laws of the Cayman Islands (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.
EXHIBIT 10.12 TRANSLATION Software License Agreement This Software License Agreement (hereinafter referred to as "This Agreement") has been executed by and between the following parties on September 10, 2003 in Beijing. Licensor: Ctrip Computer...Software License Agreement • November 13th, 2003 • Ctrip Com International LTD • Shanghai
EXHIBIT 10.11 TRANSLATION Trademark License Agreement This Trademark License Agreement (hereinafter referred to as "This Agreement") has been executed by and between the following parties on September 10, 2003 in Shanghai: Licensor: Ctrip Computer...Trademark License Agreement • November 13th, 2003 • Ctrip Com International LTD • Shanghai
CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK as Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of December 8, 2003 Amended and Restated as of August 11, 2006 As further Amended and...Deposit Agreement • April 29th, 2008 • Ctrip Com International LTD • Services-business services, nec • New York
The Bank of New York as depositary (hereinafter called the “Depositary”), hereby certifies that , or registered assigns IS THE OWNER OF
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2023 • Trip.com Group LTD • Services-business services, nec • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between Trip.com Group Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and (Passport/ID Card No. ) (the “Executive”).
CONTRACTCtrip Com International LTD • November 13th, 2003
EXHIBIT 10.10 TRANSLATION Share Pledge Agreement This Share Pledge Agreement (hereinafter referred to as this "Agreement") has been executed by and between the following parties on September 10, 2003 in Shanghai. Pledgee: Ctrip Computer Technology...Share Pledge Agreement • November 13th, 2003 • Ctrip Com International LTD
Exhibit 1.2 CTRIP.COM INTERNATIONAL, LTD. (an exempted company limited by shares under the laws of the Cayman Islands) - American Depositary Shares each representing two Ordinary Shares INTERNATIONAL PURCHASE AGREEMENT Dated: -, 2003 TABLE OF CONTENTSInternational Purchase Agreement • December 4th, 2003 • Ctrip Com International LTD • Services-business services, nec • New York
EXHIBIT 10.4 CTRIP.COM INTERNATIONAL, LTD. EMPLOYMENT AND CONFIDENTIALITY AGREEMENTEmployment and Confidentiality Agreement • November 13th, 2003 • Ctrip Com International LTD • New York
EXHIBIT 10.16 CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Confidentiality and Non-Competition Agreement (the "Agreement") is made as of this 10th day of September 2003 ("Effective Date") by and between Ctrip.com International, Ltd. (the...Confidentiality and Non-Competition Agreement • November 13th, 2003 • Ctrip Com International LTD • New York
EXHIBIT 4.3 DEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of ______________, 2003 among CTRIP.COM INTERNATIONAL, LTD., incorporated under the laws of the Cayman Islands (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation...Deposit Agreement • November 13th, 2003 • Ctrip Com International LTD • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • April 13th, 2017 • Ctrip Com International LTD • Services-business services, nec • New York
WHEREAS, the Company has filed a registration statement on Form F-3 (File No. 333-208399, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”), including a related prospectus dated December 9, 2015, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the U.S. Securities Act of 1933, as amended (the “Securities Act”) by the Company of American Depositary Shares (“ADSs”) representing ordinary shares of the Company (“Ordinary Shares”) and the Company proposes to offer certain amount of ADSs as specified in the preliminary prospectus supplement, dated September 6, 2016 (such offering, the “Offering”);
Effective July 30, 2007 the Companys American Depositary Share (ADS) Ratio Changed from 1:1 (One ADS Representing One Ordinary Share) to 2:1 (Two ADS Representing one Ordinary Shares). Effective January 20,2010, four (4) ADSs represent one (1)ordinary...Ctrip Com International LTD • January 25th, 2010 • Services-business services, nec
EXHIBIT 10.9 TRANSLATION Exclusive Option Agreement This Exclusive Option Agreement (this "Agreement") is executed by and among the parties below as of September 10, 2003: (1) Party A: Ctrip.com (Hong Kong) Limited, a limited liability company set up...Exclusive Option Agreement • November 13th, 2003 • Ctrip Com International LTD
CONSORTIUM AGREEMENTConsortium Agreement • May 4th, 2018 • Ctrip Com International LTD • Services-business services, nec • New York
This CONSORTIUM AGREEMENT (this “Agreement”) is made as of April 6, 2018 among Ocean Imagination L.P. (“Ocean”) and Ctrip Investment Holding Ltd. (“Ctrip”). Each of Ocean and Ctrip and the Sponsors (as defined below), if any, is referred to herein as a “Party,” and collectively, the “Parties.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 10.1 hereof.
EXHIBIT 10.7 TRANSLATION Consulting and Services Agreement This Consulting and Services Agreement (hereinafter referred to as the "Agreement") has been executed by and between the following parties on September 10, 2003 in Shanghai. Party A: Ctrip...Consulting and Services Agreement • November 13th, 2003 • Ctrip Com International LTD
Exhibit A to Deposit AgreementCtrip Com International LTD • December 1st, 2015 • Services-business services, nec
The Bank of New York as depositary (hereinafter called the "Depositary"), hereby certifies that , or registered assigns IS THE OWNER OF
LIMITED GUARANTEELimited Guarantee • February 5th, 2016 • Ctrip Com International LTD • Services-business services, nec • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of February 4, 2016, is made by C-Travel International Limited (the “Guarantor”), a company incorporated under the laws of the Cayman Islands, in favor of eLong, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement (as defined below), except as otherwise provided herein.
2,197,000 American Depositary Shares each representing two Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2004 • Ctrip Com International LTD • Services-business services, nec • New York
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;
par value US$0.01 per share) Underwriting AgreementCtrip Com International LTD • September 6th, 2016 • Services-business services, nec • New York
EXHIBIT 10.13 TRANSLATION Operating Agreement This Agreement has been executed by and among the following parties on September 10, 2003 in Shanghai: Party A: Ctrip Computer Technology (Shanghai) Co., Ltd. Address: 3rd fl., Building 63, Hong Cao Road,...Operating Agreement • November 13th, 2003 • Ctrip Com International LTD
EXHIBIT 10.8 TRANSLATION Loan Agreement This Loan Agreement (hereinafter referred to as this "Agreement") is hereby executed by and among the parties below on September 10, 2003 in Shanghai: (1) Party A: Ctrip.com (Hong Kong) Limited Address: Unit...Loan Agreement • November 13th, 2003 • Ctrip Com International LTD • Shanghai
SHARE PURCHASE AGREEMENT by and between MAKEMYTRIP LIMITED and CTRIP.COM INTERNATIONAL, LTD. Dated as of May 2, 2017Share Purchase Agreement • May 10th, 2017 • Ctrip Com International LTD • 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 Sale Shares (as defined below) pursuant to the terms and subject to the conditions of this Agreement; and
SHARE PURCHASE AGREEMENT by and among EXPEDIA, INC., EXPEDIA ASIA PACIFIC — ALPHA LIMITED, CTRIP.COM INTERNATIONAL, LTD., C-TRAVEL INTERNATIONAL LIMITED, LUXURIANT HOLDINGS LIMITED, KEYSTONE LODGING HOLDINGS LIMITED, and PLATENO GROUP LIMITED Dated as...Share Purchase Agreement • June 1st, 2015 • Ctrip Com International LTD • Services-business services, nec • New York
This SHARE PURCHASE AGREEMENT, dated as of May 22, 2015 (this “Agreement”), is by and among Expedia, Inc., a Delaware corporation (“Expedia”), Expedia Asia Pacific — Alpha Limited, an exempted limited liability company under the Laws of the Cayman Islands (the “Seller”), Ctrip.com International, Ltd., a Cayman Islands exempted company (“Ctrip”), C-Travel International Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Ctrip (“C-Travel”), Luxuriant Holdings Limited, a limited liability company incorporated under the Laws of the Cayman Islands (“Luxuriant”), Keystone Lodging Holdings Limited, a limited liability company organized and existing under the Laws of the Cayman Islands (“Keystone”), and Plateno Group Limited, a limited liability company organized and existing under the Laws of the Cayman Islands (“Plateno” and, together with Keystone, the “Keystone Purchasers”). Expedia, the Seller, Ctrip, C-Travel, Luxuriant and Keystone Purchasers are referred to in t
AMENDED AND RESTATED CONTRIBUTION AND SUPPORT AGREEMENTContribution and Support Agreement • February 20th, 2019 • Ctrip Com International LTD • Services-business services, nec • New York
This AMENDED AND RESTATED CONTRIBUTION AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of February 18, 2019 by and among (1) Teamsport Topco Limited, a Cayman Islands exempted company (“Holdco”), (2) Teamsport Midco Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Midco”), (3) Teamsport Parent Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Midco (“Parent”), and (4) the shareholders of eHi Car Services Limited, a Cayman Islands exempted company (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED INTERIM INVESTORS AGREEMENTInterim Investors Agreement • February 20th, 2019 • Ctrip Com International LTD • Services-business services, nec • Hong Kong
This Amended and Restated Interim Investors Agreement (this “Agreement”) is made as of February 18, 2019 by and among MBK Partners Fund IV, L.P. (“MBKP”), The Crawford Group, Inc. (“Crawford Inc.” and, together with MBKP, the “Original Sponsors), Ocean Imagination L.P., a Cayman Islands exempted limited partnership (the “Ocean Sponsor”), and, together with the Original Sponsors and any New Sponsor (as defined below), the “Sponsors”), L & L Horizon, LLC, a Delaware limited liability company (“Horizon”), Ctrip Investment Holding Ltd., a Cayman Islands exempted company (“Ctrip”), CDH Car Rental Service Limited, a British Virgin Islands business company (“CDH Car” and, together with the Ocean Sponsor, “Ocean”, and the Ocean Sponsor, CDH Car and Ctrip, collectively, the “Subsequent Investors”), ICG Holdings 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Crawford Inc. (“ICG Holdco 1”), ICG Holdings 2, LLC, a Delaware limited liability company and a wholly-owned
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:
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • June 1st, 2015 • Ctrip Com International LTD • Services-business services, nec • Hong Kong
THIS LOCK UP AND RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is made and entered into as of May 22, 2015 (the “Effective Date”), by and among:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • April 27th, 2022 • Trip.com Group LTD • Services-business services, nec
(In this Agreement, Pledgee and Pledgor are hereinafter collectively referred to as the “Parties” and individually, as a “Party.”)
