CONVERTIBLE NOTE PURCHASE AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and PRICELINE GROUP TREASURY COMPANY B.V. Dated as of September 6, 2016Convertible Note Purchase Agreement • September 19th, 2016 • 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;
SUBSCRIPTION AGREEMENTSubscription Agreement • September 19th, 2016 • Priceline Group Inc. • 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 a certain amount of ADSs as specified in the preliminary prospectus supplement, dated September 6, 2016 (such offering, the “Offering”).
