[Joint Filing Agreement th day of September, 2014. THE PRICELINE GROUP INC. Peter J. Millones Executive Vice President, General Counsel and Secretary PRICELINE GROUP TREASURY COMPANY B.V. Daniel J. Finnegan Director EX-1 2 a14-21494_1ex1.htm EX-1] [CONVERTIBLE NOTE PURCHASE AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and PRICELINE GROUP TREASURY COMPANY B.V. Dated as of August 7, 2014 Table of Contents ARTICLE I Definitions and Interpretation 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 4 ARTICLE II PURCHASE AND SALE OF THE NOTE 5] [AMENDED AND RESTATED STANDSTILL AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and THE PRICELINE GROUP INC. Dated as of September 15, 2014 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 Standstill 6 Section 2.1 Standstill 6 Section 2.2 Exceptions to Standstill 7 Section 2.3 Suspension] [STOCK PURCHASE PLAN ENGAGEMENT AGREEMENT Agreement Purchaser Broker Stock Purchase Plan Engagement Agreement dated as of September 2, 2014 (this “ , Plan Rule 10b5-1 Exchange Act WHEREAS Securities Company WHEREAS, the Purchaser wishes to engage Broker as its exclusive agent to make purchases of American Depositary Shares (the “ NOW, THEREFORE, the parties agree as follows: 1. The Purchaser] []