CTRP [CTRIP COM INTERNATIONAL] SC 13D/A: EXECUTION VERSION CONVERTIBLE NOTE PURCHASE AGREEMENT by and
[EXECUTION VERSION CONVERTIBLE NOTE PURCHASE AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and PRICELINE GROUP TREASURY COMPANY B.V. Dated as of December 9, 2015 Table of Contents ARTICLE I Definitions and Interpretation 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II PURCHASE AND SALE OF THE NOTE 6 Section 2.1 Sale and Issuance of] [EXECUTION VERSION THIRD AMENDED AND RESTATED STANDSTILL AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and THE PRICELINE GROUP INC. Dated as of December 9, 2015 i TABLE OF CONTENTS Article I Definitions and Interpretation 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 6 Article II Standstill 7 Section 2.1 Standstill 7 Section 2.2 Exceptions to Standstill] []