CTRP [CTRIP COM INTERNATIONAL] SC 13D: EXECUTION VERSION CONVERTIBLE NOTES PURCHASE AGREEMENT by and
[EXECUTION VERSION CONVERTIBLE NOTES PURCHASE AGREEMENT by and between MAKEMYTRIP LIMITED and CTRIP.COM INTERNATIONAL, LTD. Dated as of January 7, 2016 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 NOTES 6] [Execution Version INVESTOR RIGHTS AGREEMENT dated as of between MAKEMYTRIP LIMITED and CTRIP.COM INTERNATIONAL, LTD. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS Section 1.01 . Definitions 1 Section 1.02 . Other Definitional and Interpretative Provisions 3 ARTICLE 2 CORPORATE GOVERNANCE Section 2.01 . Board Representation 4 Section 2.02 . Expenses and Indemnification 6 Section 2.03 . Termination of Investor Director Rights] []