8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  July 14, 2005

priceline.com Incorporated

(Exact Name of Registrant as Specified in Charter)

Delaware	0-25581	06-1528493
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Connecticut Avenue
Norwalk, Connecticut 06854

(Address of Principal Executive Offices and Zip Code)

(203) 299-8000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

On July 14, 2005, priceline.com ACME Limited (the “Acquirer”), a newly formed, wholly (indirectly) owned English subsidiary of priceline.com Incorporated (the “Company”), entered into a Share Sale and Purchase Agreement with shareholders and option holders of Bookings B.V. (“Bookings”), one of Europe’s leading providers of online services for booking hotel reservations.  The Share Sale and Purchase Agreement is described in greater detail in section 2.01 below.

Item 2.01.Completion of Acquisition or Disposition of Assets.

On July 14, 2005, pursuant to the Share Sale and Purchase Agreement, the Acquirer acquired 100% of the total issued share capital of Bookings.  The total consideration for all of the Bookings shares was €109 million (approximately $132 million), subject to certain post-closing adjustments.  Substantially all of the total consideration for the Bookings shares was paid in available cash, of which €10.9 million is held in escrow.

As part of the transaction, the Company, priceline.com International Limited, a newly formed, wholly (indirectly) owned English subsidiary of the Company (“New UK Holding”) and the Acquirer entered into arrangements with 6key members of the management of Bookings.Under these arrangements, the key managers purchased securities in the form of Series C ordinary shares of New UK Holding, representing approximately6% of the share capital of New UK Holding for a total consideration of approximately £10.6million (approximately $18.7 million).  In addition, the key managers of Bookings were granted restricted stock units that are payable in Series C ordinary shares of New UK Holding with an aggregate fair market value of approximately $1,000,000.  Subject to certain exceptions, these granted restricted stock units will vest on February 1, 2008.  The restricted stock units will not vest if the manager is not a “good leaver” or no longer a “group” employee at the vesting date.  The definition of “good leaver” includes managers who are dismissed, other than for cause, following a change in control of the Company.

As provided in the Articles of Association of New UK Holding, the holders of the Series C ordinary shares have the right to put their shares to the Company (through a wholly (indirectly) owned subsidiary) and the Company (through a wholly (indirectly) owned subsidiary) has the right to call the Series C ordinary shares, in each case at a purchase price reflecting the fair market value of the shares at the time of exercise.  Subject to certain exceptions, one-third of the granted Series C ordinary shares will be subject to the put and call options in each of 2006, 2007 and 2008, respectively, during the relevant annual option exercise period.  Moreover, subject to certain exceptions, all of the Series C ordinary shares issuable under the granted restricted stock units will be subject to put and call options in August 2008.

Certain employees of Bookings were also granted an aggregate of 150,000 non-qualified stock options to acquire shares of the common stock of the Company under the priceline.com Incorporated 1999 Omnibus Plan, as amended (the “Plan”). In addition, certain managers of Bookings were granted an aggregate of approximately 54,000 restricted stock units that are payable in common shares of the Companyunder the Plan.  The grant of these restricted stock units payable in common shares of the Company was in lieu of cash consideration that those managers of Bookings were to be paid under the existing Bookings employee retention plan.  Subject to certain exceptions, including accelerated vesting upon certain events constituting a change of control, the restricted stock units granted pursuant to the Plan will vest ratably over a three-year period, with one-third of the restricted stock units to vest on the first, second and third anniversaries of the date of the grant of such restricted stock units.

Prior to the transaction, New UK Holding entered into certain arrangements with the managers of Active Hotels Limited (“AHL”).

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The managers of AHL acquired securities in the form of Series B ordinary shares of New UK Holding (with such rights attaching to the securities, as were attached to the Series B ordinary shares that they previously held in AHL) in exchange for the Series B ordinary shares they each held in AHL, representing approximately 2% of the share capital of New UK Holding.  Series B ordinary shares are subject to similar put and call options as the Series C ordinary shares (as outlined above) including after a change in control of the Company.  Prior to the transaction, the Company (through a wholly (indirectly) owned subsidiary) also acquired  securities in the form of Series A ordinary shares of New UK Holding (with such rights attaching to the securities, as were attached to the Series A ordinary shares in AHL) in exchange for the Series A ordinary shares in the capital of AHL.

The foregoing descriptions of the Share Sale and Purchase Agreement and the Articles of Association of New UK Holdingdo not purport to be complete and are qualified in their entirety by reference to the complete texts of the agreement and the articles of association which are included as Exhibits 2.1 and 10.1, respectively, and incorporated herein by reference.

Item 2.02.Results of Operations and Financial Conditions

In a press release dated July 14, 2005, a copy of which is attached as Exhibit 99.2, the Company provided an estimate of its financial results for the second quarter ended June 30, 2005 and updated its 2005 guidance.

The information in this Item 2.02 and the exhibit attached hereto are being furnished and is being furnished and will not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 7.01.Regulation FD Disclosure.

On July 14, 2005, the Company issued a press release announcing its acquisition of shares of Bookings.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  On that date, the Company issued a second press release providing, among other things, an estimate of its financial results for the second quarter ended June 30, 2005, and a copy of this press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in this Item 7.01 and the exhibits attached hereto are being furnished and will not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01.Financial Statements and Exhibits.

(a) Financial Statements of the Business Acquired.

To be filed by amendment within the period specified in Form 8-K, Item 9.01(a)(4).

(b) Pro Forma Financial Information.

To be filed by amendment within the period specified in Form 8-K, Item 9.01(b)(2).

(c) Exhibits.

Exhibit No.	Description
2.1	Share Sale and Purchase Agreement dated July 14, 2005 by and between priceline.com ACME Limited and Blue Sky Investments B.V.

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10.1	Articles of Association of priceline.com International Limited.
99.1	Press release issued July 14, 2005 regarding the acquisition of shares of Bookings B.V.
99.2	Press release issued by priceline.com Incorporated on July 14, 2005 relating to, among other things, its second quarter ended June 30, 2005 earnings.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	July 20, 2005	PRICELINE.COM INCORPORATED
		By:	/s/ Jeffery H. Boyd
		Name:  Jeffery H. Boyd
		Title: President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Share Sale and Purchase Agreement dated July 14, 2005 by and between priceline.com ACME Limited and Blue Sky Investments B.V.
10.1	Articles of Association of priceline.com International Limited.
99.1	Press release issued July 14, 2005 regarding the acquisition of shares of Bookings B.V.
99.2	Press release issued by priceline.com Incorporated on July 14, 2005 relating to, among other things, its second quarter ended June 30, 2005 earnings.

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EX-2.1

Exhibit 2.1

DATED JULY 14, 2005

Between

PRICELINE.COM ACME LIMITED

(as Purchaser)

BLUE SKY INVESTMENTS B.V.

(as Seller)

and

BOOKINGS B.V.

(Company)

STOFFER ANKO NORDEN

and

CORNELIS PETRUS HENRICUS MARIA KOOLEN

and

HERMANUS VAN REE

SHARE SALE AND PURCHASE AGREEMENT

Baker & McKenzie Amsterdam NV

1017 PS Leidseplein

Amsterdam, The Netherlands

Tel: +31-20-5517555

Fax: +31-20-6267949

THIS SHARE SALE AND PURCHASE AGREEMENT is made on this 14th day of July, 2005 (the “Agreement”),

Between:

(1)PRICELINE.COM ACME LIMITED, a private limited liability company organized and existing under the laws of the United Kingdom, with its registered office at 100 New Bridge Street,  London, EC4V 6JA, United Kingdom (“Purchaser”);

(2)BLUE SKY INVESTMENTS B.V., a private limited liability company organized and existing under the laws of The Netherlands with its registered office at Enschede, The Netherlands (“Seller”);

(3)BOOKINGS B.V., a private limited liability company organized and existing under the laws of The Netherlands with its registered office at Amsterdam and its principal place of business at (1017 SG) Weteringschans 28-4, Amsterdam, The Netherlands (“Company”);

(4)STOFFER ANKO NORDEN, a private individual residing in The Netherlands (“Norden”);

(5)CORNELIS PETRUS HENRICUS MARIA KOOLEN, a private individual residing in The Netherlands (“Koolen”).

and

(6)HERMANUS VAN REE, a private individual residing in The Netherlands (“Van Ree”).

WHEREAS :

(A)Seller is the legal and beneficial owner of the total issued share capital of the Company.

(B)The Company is the legal and beneficial owner of the total issued share capital of the Subsidiaries and of 22.99% of the total issued share capital in Global Bookings Connection B.V.

(C)Global Bookings Connection B.V. is the legal and beneficial owner of the total issued share capital of Global Bookings Japan, Inc.

(D)The Company, the Subsidiaries, Global Bookings Connection B.V. and Global Bookings

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Japan Inc. (collectively: “the Group or Group Companies”) are in the business of offering IT-services and products, more specific online services for booking hotel reservations and/or airline tickets.

(E)The ultimate parent of the Purchaser is an Internet-based travel service that offers leisure airline tickets, hotel rooms, rental cars, vacation packages and cruises.

(F)The Seller and the Purchaser have agreed that the Seller shall sell and transfer to the Purchaser and the Purchaser shall purchase and acquire from Seller 100% of the total issued share capital of the Company, consisting of 72,016 shares, nominal value Euro 1 per share, numbered 1 to 72,016 (collectively: the “Shares”) for the consideration and on the terms and subject to the conditions contained in this Agreement.

(G)Norden, Koolen and Van Ree are key executives of the Company, hold an equity interest in the Seller and will assume certain obligations under this Agreement.

THEREFORE IT IS HEREBY AGREED as follows:

ARTICLE 1 - DEFINITIONS AND INTERPRETATION

1.1Definitions. In this Agreement, unless the context otherwise requires the words and expressions used in this Agreement shall have the meanings set out in Schedule 1.1.

1.2Headings.  Headings are inserted for convenience only and shall not affect the construction of this Agreement.

ARTICLE 2 - SALE AND PURCHASE OF SHARES

2.1Sale and Purchase. Seller hereby, subject to the terms and conditions of the Agreement, sells (“verkoopt”) the Shares to Purchaser, and agrees to transfer (“leveren”) the Shares to Purchaser at the Closing, free and clear of Encumbrances, and Purchaser hereby, subject to the terms and conditions of this Agreement, purchases (“koopt”) the Shares from Seller and agrees to accept the transfer (“levering”) of the Shares at the Closing.

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ARTICLE 3 – CONSIDERATION

3.1Consideration. The consideration payable by Purchaser to Seller for the Shares shall be Euro 109,000,000 (one hundred nine million Euros) as adjusted pursuant to Articles 3.2 through 3.5 (“Consideration”), of which Euro 109,000,000 (one hundred nine million Euros) (“Closing Date Consideration”) shall be paid at Closing to the Seller as follows:

(i)Euro 82,600,067.27 (eighty-two million six hundred thousand sixty-seven Euros and twenty-seven Euro cents) payable by the Purchaser to Seller in cash at Closing (“Cash Consideration”), of which EUR 3,108,970.99 (three million one hundred eight thousand nine hundred seventy Euros and ninety-nine Euro cents) will be paid directly on behalf of the Seller to ABN AMRO Bank N.V. for the repayment of the roll-over loan;

(ii)Euro 15,499,932.73  (fifteen million four hundred ninety-nine thousand nine hundred thirty-two Euros and seventy-three Euro cents) payable by issuance by Purchaser to Seller of a loan note in the form attached as Schedule 3.1(ii) ( “Loan Note”); and

(iii)Euro 10,900,000 (ten million nine hundred thousand Euros) (“Escrowed Consideration”) shall be paid to the Escrow Agent under the Escrow Agreement to be entered into at Closing among Seller, Purchaser and the Escrow Agent in the form of Schedule 3.1(iii) (“Escrow Agreement”).  For the avoidance of doubt, the Escrowed Consideration shall secure all claims under this Agreement against the Warrantor.

3.2Payment of Consideration. The Consideration shall be satisfied by payment in accordance with the provisions of Article 4.3 and the Funds Flow Letter. The Seller agrees and acknowledges that upon payment by the Civil Law Notary of the Closing Date Consideration in accordance with the Funds Flow Letter, the Seller has released the Purchaser of its obligation to pay the Closing Date Consideration. The Purchaser shall transfer or procure the transfer of the Cash Consideration one day before the Closing Date to the Notary Account.

3.3Adjustment of Consideration. The Consideration shall be adjusted as follows. Should it be found in accordance with the following provisions of this Article 3 that the Equity as at the Closing Date exceeds or is less than EUR 3,257,174 (three million two hundred fifty-seven thousand one hundred seventy-four Euros), then the Consideration shall be increased (in case of an excess) or reduced (in case of a shortfall) by an amount equal to the established excess or shortfall.

3.4Closing Balance Sheet. As soon as possible after the Closing Date the Company shall, for the purpose of establishing the Equity, prepare the Closing Balance Sheet.

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3.4.1The Purchaser and the Company shall within two months from the Closing Date submit the Closing Balance Sheet to the Seller. The Seller shall be entitled to review and/or to have an accountant appointed by the Seller to audit the Closing Balance Sheet. Any objections on the Closing Balance Sheet resulting from the review and/or audit shall be notified in writing (“Seller’s Disagreement Notice”) to the Purchaser and the Company within one month from such submittance of the Closing Balance Sheet. The Seller’s Disagreement Notice shall set out the items within the Closing Balance Sheet that the Seller disagrees with (the “Disputed Items”) and shall give reasonable particulars of such disagreement. For the purpose of Seller’s review and/or audit, the Company shall provide and the Purchaser shall allow the Company to provide the Seller and its accountant (i) access to all books and records of the Group Companies which might be considered relevant by the Seller for the purpose of this Article 3, during normal business hours and at the place where the same are normally kept, with full right to make copies thereof or take extracts there from and further (ii) with such information as the Seller and its accountant shall reasonable require. The information so made available to the Seller and its accountant shall be subject to a duty of confidentiality except for disclosures necessary for resolving any Disputed Item or otherwise required by applicable law or stock exchange rules.

3.4.2Where no Seller’s Disagreement Notice has been submitted against the Closing Balance Sheet within one month from submittance of the Closing Balance Sheet, the Closing Balance Sheet and the Equity reflected therein shall for the purpose hereof be agreed between and be binding on the Parties.

3.4.3Where Seller’s Disagreement Notice has been submitted, the Parties shall try to resolve the Disputed Items. Should they fail to do so within one month from the Seller’s Disagreement Notice (“Disagreement Date”), then any and all such Disputed Items (for the purpose of this Article the “Open Issues”) and the scope of the assignment to settle such Open Issues, shall be agreed and submitted to and settled by an accountant of an independent reputable firm of accountants (“Independent Accountant”) to be jointly appointed by the Parties within twenty (20) Business Days of the Disagreement Date or, if the Parties fail to agree on such appointment and assignment within that period, by the Chairman of the Netherlands Institute of Registered Accountants (“NIVRA”). The Parties shall within twenty (20) Business Days after such appointment submit the Closing Balance Sheet, the Open Issues and statements of their respective positions in writing to the Independent Accountant. The Independent Accountant shall determine the further procedural rules at his discretion.

3.4.4The Parties undertake to procure that the Independent Accountant shall then finally resolve the Open Issues by way of a written binding advice (“bindend advies”) in accordance with this Agreement and that the Independent Accountant shall notify the Parties of his decision, inter alia certifying the effect of his determination on the Equity as set forth in the Closing Balance Sheet and the resulting final amount of the Equity which he has established as at the Closing Date, as promptly as possible and in any event no later than forty (40) Business Days after his appointment. The fees and

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expenses arising out of the engagement of the Independent Accountant shall be borne by the Seller and the Purchaser, each for fifty (50)%.

3.4.5The failure of either the Seller or the Purchaser to timely submit to the Independent Accountant a written statement of its position or to otherwise fail to respond to any request of the Independent Accountant for information shall not preclude or delay the Independent Accountant’s determination of the Open Issues on the basis of the information which will have been submitted.

3.4.6The Company shall, subject to reasonable notice, give all information and assistance to the Independent Accountant requested by the Independent Accountant for the preparation of his binding advice. Simultaneously with providing such information to the Independent Accountant, the Company shall provide the Seller and the Purchaser with the same information. All other information provided by either the Seller or the Purchaser to the Independent Accountant shall simultaneously be provided by either the Seller or the Purchaser, as the case may be, to the Purchaser, the Company and the Seller.

3.4.7For the avoidance of doubt, Parties agree that the Company may include or exclude items in the Closing Balance Sheet in accordance with the Accounting Principles even if these items are or could be deemed a breach of any of the Warranties, it being understood that to the extent such item(s) lead to an adjustment of the Consideration pursuant to this Article 3, such item(s) cannot be claimed for under the Warranties.

3.4.8The Closing Balance Sheet shall be prepared in accordance with the Accounting Principles. For the purpose of this Article 3.4.8 Accounting Principles shall mean the in the following order of priority (i) the accounting principles, procedures, methods and bases adopted by the Company in the preparation of the Balance Sheet and to the extent consistent with GAAP and (ii) GAAP at the Closing Date. The Seller and the Purchaser furthermore agree that the investment in the domain name Booking.com (Euro 500,000) shall not be amortized at Closing and shall be valued at historical costs in the Closing Balance Sheet. The Seller acknowledges that the Closing Balance Sheet shall be prepared solely for the purposes of determining the Equity with a view to calculating the adjustment to the Consideration (if any), and that the statutory accounts or balance sheet(s) of the Group as per the Closing Date may deviate from the Closing Balance Sheet.

3.5Payment of shortfall or excess. By no later than three (3) Business Days after the Equity has been established either by the Parties or the Independent Accountant pursuant to Article 3.4 the Purchaser shall pay the amount of the excess referred to in Article 3.3 to the Seller, or, as the case may be, the Seller shall pay the amount of the shortfall referred to in Article 3.3, if any, to the Purchaser by transferring such amount to a bank account to be notified by the Party entitled to the payment.

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ARTICLE 4 - CLOSING

4.1Time and Place of Closing.  Closing shall take place at the offices of Baker & McKenzie, Leidseplein 29, 1017 PS Amsterdam, The Netherlands, at 12:00 A.M. on the Closing Date, where all (and not some only) of the events described in this Article 4 shall occur.

4.2Seller’s Closing obligations.  At Closing, the Seller shall:

(a)deliver or cause to be delivered to the Purchaser:

(i)a copy of a letter of resignation of all supervisory directors of the Company in the form of Schedule 4.2(a)(i) attached;

(ii)the original shareholders registers of the Company, Booking Europe and Bookingsportal;

(iii)evidence that Bookings Americas has been validly transferred to a company not being a Group Company against a payment of EUR 100,000 and that the transferee has procured that in the event that Bookings Americas is not liquidated within five months after Closing, it shall immediately amend the corporate name of Bookings Americas to a name which does not include the word “Bookings” or a similar name;

(iv)evidence that the receivables the Group Companies have on Bookings Americas and/or Bookings Asia, which receivables have a market value of nil and have a valuation in the audited balance sheet of 2004 of nil, have been transferred to the Seller for no consideration;

(v)evidence of the transfer of the two domain names of Bookings Asia, BOOKINGS.COM.SG and BOOKING.COM.SG, to the Company without any costs to the Company;

(vi)evidence that the entire share capital of Bookings S.A.S has been fully paid up by the Seller;

(vii)evidence that the 3.226% shareholding in Bookings Hispanica has been validly transferred to the Company at no cost to the Company;

(viii)evidence that the limit on the credit card held by Koolen (which card is used for payment of web-marketing expenses) has been reduced from Euro 100,000 to Euro 50,000; and

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(ix)the Employee Loan Assignment Agreement duly countersigned by Gillian Tans acknowledging the Seller as her new creditor;

(b)execute:

(i)the Loan Note;

(ii)the Employee Loan Assignment Agreement in the form attached as Schedule 4.2(b)(ii);

(iii)the Notarial Transfer Deed in the form attached as Schedule 4.2(b)(iii);

(iv)the Funds Flow Letter in the form attached hereto as Schedule 4.2(b)(iv);

(c)cause the Key Managers to enter into a new employment agreements with the Company;

(d)cause the Management Shareholders to re-invest a specified part of their share of the Closing Date Consideration into UK Holding Company in exchange for shares in UK Holding Company pursuant to the Re-investment Documents;

(e)cause the Company to execute the Employee Loan Assignment Agreement;

(f)cause the Company to execute the Notarial Transfer Deed (acknowledging the transfer of the Shares); and

(g)authorize the civil law notary executing the Notarial Transfer Deed to make the relevant entries in the shareholders’ register of the Company.

4.3Purchaser’s Closing Obligations.  At Closing, the Purchaser shall:

(a)execute:

(i)the Funds Flow Letter (thus authorizing the release of the Consideration from the Notary Account to such bank account designated in the Funds Flow Letter);

(ii)the Notarial Transfer Deed; and

(iii)the Loan Note.

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4.4Non-Compliance. If the Seller or Purchaser fails to perform any action required from it under Article 4.2 and 4.3, the other Party may, at its option and without prejudice to any of its other rights and claims (including, also if this Agreement is terminated, any right to payment of damages):

(a)demand that the defaulting Party performs the relevant actions on a day and at a time to be determined by the non-defaulting Party; or

(b)terminate this Agreement by written notice (without any liability towards the defaulting Party).

4.5Waiver of Pledge.  Immediately subsequent to Closing the Company and ABN AMRO Bank N.V. will execute the Waiver of Pledge in the form attached as Schedule 4.5;

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES

5.1Warranties. The Warrantor represents, warrants and undertakes (“verklaart, staat er voor in en garandeert”) to the Purchaser that each of the representations and warranties set forth in Schedule 5.1 (“Warranties’) is at the Closing Date true, accurate, and not misleading. The Warrantor and the Purchaser explicitly agree that the Warranties shall constitute an allocation of risks between the Purchaser and the Warrantor to the extent that adverse consequences from incorrect and/or incomplete Warranties shall at all times be for the full account and liability of the Warrantor.

5.2Data Room Materials.  The Seller has allowed Purchaser and its advisors to study certain documentation in relation to the Group Companies for the purpose of carrying out a due diligence investigation (“Data Room Materials”). A copy of the index containing the Data Room Materials is attached hereto as Schedule 5.2.  For the avoidance of doubt, the information contained in the Data Room Materials shall in no way limit any of the Warranties or limit Warrantor’s liability under this Agreement, except as specifically set forth in the Disclosure Letter.

5.3Disclosure Letter. The Warranties are given subject to matters fully and specifically disclosed in the Disclosure Letter attached hereto as Schedule 5.3, but no other information relating to the Group of which the Purchaser has knowledge and no investigation by or on behalf of the Purchaser shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable. No letter, document or other communication shall be deemed to constitute a disclosure for the purposes of this Agreement unless the same is expressly referred to in the Disclosure Letter.

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5.4Qualifications.  Where any statement in the Warranties or any confirmation or certificate given by the Warrantor hereunder or pursuant hereto is qualified by the expression “so far as the Warrantor is aware” or “to the best of the Warrantor’s knowledge and belief” or any similar expression, that statement shall be deemed to include an additional statement that it has been made after due and careful enquiry.

5.5Information from Group.  The Warrantor hereby agrees with the Purchaser to waive any rights which it may have in respect of any misrepresentation or inaccuracy in, or omission from, any information or advice supplied or given by any of the members of the Group or their directors, employees or advisers in connection with the giving of the Warranties and the preparation of the Disclosure Letter.

5.6No awareness of existing claims. The Purchaser acknowledges and confirms that at the time of entering into this Agreement it is not actually aware that it has any grounds on which to bring a Claim.

5.7Seller’s Warranties. The Seller represents and warrants that each of the representations and warranties set forth in Schedule 5.7 (“Seller’s Warranties”) is at the date of this Agreement true, accurate, and not misleading.

5.8Purchaser’s Warranties. The Purchaser represents and warrants that each of the representations and warranties set forth in Schedule 5.8 (“Purchaser’s Warranties”) is at the date of this Agreement true, accurate, and not misleading.

ARTICLE 6 – REMEDIES

6.1Breaches and defaults. In the event of a Breach (“inbreuk”) of any of the Warranties (“Breach”) the Warrantor shall reimburse and hold harmless (“schadeloos stellen”) either the Purchaser or the pertinent member of the Group (at the option of the Purchaser) for all Damages suffered by the Purchaser or the relevant member of the Group as a result of such Breach, without prejudice to other statutory rights of the Purchaser.  In addition, in the event of a default (“tekortkoming”) in the compliance (“nakoming”) by Seller of any other obligations under this Agreement (“Default”), the Seller shall reimburse and hold harmless (“schadeloos stellen”) either the Purchaser or the pertinent member of the Group (at the option of the Purchaser) for all Damages suffered by the Purchaser or the relevant member of the Group as a result of such Default, without prejudice to other statutory rights of the Purchaser.

6.2Breaches of Seller’s and Purchaser’s Warranties. In the event of a breach of any of the Seller’s Warranties or the Purchaser’s Warranties, the Party in breach shall reimburse and hold harmless (“schadeloos stellen”) the other Party for all Damages suffered by such Party.

6.3Claim on behalf of Group. It is expressly understood that if and to the extent an event gives rise to a Claim under more than one Warranty, the Purchaser shall be entitled to file a Claim under any such breached Warranty as it may deem fit, on its own behalf and/or on behalf of

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the relevant member of the Group as third party beneficiary of the right to be reimbursed and held harmless pursuant to this Article 6, provided, however, that it cannot claim reimbursement of the same Damages twice. Also, for the avoidance of doubt it, is expressly confirmed and understood that where this Article 6 refers to “Damages suffered by the Purchaser or relevant member of the Group”, such damages shall not be deemed to have been doubly incurred by both the Purchaser and the relevant member of the Group, which means that any Damages suffered for which the relevant member of the Group is reimbursed cannot be claimed twice by the Purchaser, and vice versa.

6.4Survival Period. Subject to Article 6.6, all Warranties shall survive the Closing Date for 15 months provided, however, that:

(i)the Warranties set forth in Section 14 (taxation) of the Warranty Schedule shall survive the Closing Date until the relevant statute of limitations with respect to Taxes, including the term during which additional assessments can be levied (“navorderingstermijn or naheffingstermijn”, as referred to in Articles 16 and 20 of the “Algemene wet inzake Rijksbelastingen”), shall have expired;

(ii)the Warranties set forth in Section 1 and 2 (organisation and capitalisation)  of the Warranty Schedule shall be unlimited in time; and

All such Warranties shall expire on such dates, except for Claims asserted by the Purchaser prior to such dates.

6.5Threshold.

(a)The Purchaser shall not be entitled to seek indemnification for any Claim unless the amount of Damages relating to such Claim exceeds Euro 40,000 (forty thousand Euros).

(b)The Purchaser agrees not to enforce any Claim until the aggregate amount of all indemnifiable Claims exceeds Euro 300,000 (three hundred thousand Euros) and then the Purchaser shall be entitled to recover all Claims from the first Euro.

6.6Qualifications to Limitations. If in any case a Claim has arisen by (i) reason of fraud or wilful concealment or dishonesty or deliberate non-disclosure on the part of the Warrantor prior to or on the Closing Date or (ii) any signatory on its behalf being claimed not to have had legal authority or capacity to enter into the Agreement or any agreement ancillary thereto, then in any such case none of the limitations set forth in Articles 6.4 (survival), 6.5 (thresholds) and 6.8 (limitation of liability) shall apply. Furthermore, in the event a Claim has arisen by reason of fraud (“bedrog”) on the part of Norden, Koolen and/or Van Ree or any of them, the latter three individuals will be deemed to have been a Warrantor as per the Closing for the purposes of this

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Agreement together with the Seller on a joint and several basis (“hoofdelijk”), and for the avoidance of any doubt then the limitations set forth in Articles 6.4 (survival), 6.5 (thresholds) and 6.8 (limitation of liability) shall not apply to Norden, Koolen and Van Ree.

6.7Additional Indemnity. In addition, and without prejudice to Article 6.1, the Seller shall indemnify and hold the Purchaser and the Group harmless from any and all Damages arising out of or in connection with:

(a)any and all liability of the Group for Taxes attributable to periods ending on or before the Closing Date to the extent not reserved against in the Closing Balance Sheet, including any and all Taxes ensuing from or related to (i) the management and consultancy agreements on the basis of which Messrs Norden, Docter and Koolen provide services to the Group; (ii) hiring of employees from employment agencies; and (iii) hiring self-employed personnel, either directly or through closely held companies;

(b)any and all liability of the Group Companies for Taxes that arise after Closing as a result of an act, omission or transaction by a Person other than the Group Companies and which liability for Tax falls upon the Group Companies as a result of its having been in the same group for Tax purposes (“fiscal unity” in Dutch “fiscale eenheid”)) as that Person at any time before Closing;

(c)any and all liability of the Group Companies for Taxes resulting as a consequence of the termination as per Closing of the fiscal unity between the Seller and the Group Companies;

(d)any and all liability of the Group Companies resulting as a consequence of the Benefit Plans at Closing not being in compliance with the Act on Equal Treatment in Employment concerning Age Discrimination (“Wet gelijke behandeling op grond van leeftijd”);

(e)the use on the websites and/or in the database of information provided by Third Parties, including – but not limited to – price lists, descriptions, signs and photographs provided by the hotels;

(f)any and all liability of the Group Companies concerning Bookings Asia (including the liquidation thereof) and Bookings Americas;

it being understood and agreed that the limitation of liability as set forth in Article 6.4 and 6.5 shall not apply to these indemnities.

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6.8Limitation of Liability. Subject to the last sentence of Article 6.6, the aggregate liability of the Warrantor under this Agreement shall be limited to Euro 10,900,000 (ten million nine hundred thousand Euros).

6.9Claim Restrictions.

6.9.1The Warrantor shall not be liable in respect of any Claim in respect of any matters resulting from a change of accounting policy or practice or the length of any accounting period of the Purchaser or the Group introduced after Closing unless introduced to comply with any requirement of law which was not being properly complied with by the Group on or prior to Closing.

6.9.2The Warrantors shall not be liable in respect of any Claim to the extent that such Claim relates to any losses which have been recovered by the Group pursuant to a policy of insurance in force or would have been recovered if the Group had maintained in full force and effect insurance cover of a reasonable scope having regard to the nature of the Group’s business from time to time.

6.9.3The Warrantors shall not be liable in respect of a Claim to the extent that specific provision or reserve in respect of the matter giving rise to the Claim shall have been made in the Closing Balance Sheet. If any Claim is made, the Purchaser shall use its reasonable endeavours to procure that the Warrantor and its representatives and advisers are given reasonable access to the books and records and the working papers underlying the Closing Balance Sheet for the purposes of ascertaining whether any, and if so what, amount is applicable to the Claim for the purposes of this Article 6.9.3.

6.9.4The Warrantor shall not be liable in respect of any Claim if and to the extent that the loss occasioned in relation thereto has been recovered under any other Claim.

6.9.5Parties acknowledge that article 6:102 of the DCC (“eigen schuld”) will be applicable to the calculation of the Damages.

6.9.6In determining the amount of any Claim the following shall be taken into account: (i) any Tax refund received by any of the Group Companies and (ii) any reduction in Tax realized by any of the Group Companies (to the extent that such refund or reduction is attributable to the facts giving rise to the Claim), as well as (iii) any tax payable by the Purchaser upon contribution to or payment to a Group Company of payments for Damages received.

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6.10Claim Procedure.

(a)The Purchaser shall give the Warrantor written notice (“Indemnification Notice”) of any facts and the circumstances giving rise to a Claim under this Agreement within 30 days of the Purchaser’s becoming aware of the facts and circumstances giving rise to such Claims. However, failure of the Purchaser to give such notice within such 30-day period shall not relieve the Warrantor of its liability with respect to such Claim except to the extent that Purchaser’s failure to give notice within such period causes damages to the Warrantor.

(b)If the Claim relates to a Claim or the commencement of an action or proceeding by a Third Party against any member of the Group and/or the Purchaser, then the Warrantor shall have, upon request within sixty (60) days after receipt of the Indemnification Notice (but not in any event after the settlement or compromise of such claim), the right to defend, at their own expense and by their own counsel, any such matter involving the asserted liability of the relevant member of the Group and/or the Purchaser; provided, however, that if the relevant member of the Group and/or the Purchaser determines that there is a reasonable probability that a Claim may materially and adversely affect it, it shall at its own discretion have the right to defend (with the participation of the Warrantor, if the Warrantor so elects), compromise or settle such Claim or suit, provided however the Warrantor has been timely involved in the settlement negotiations.

(c)If the Claim does not relate to a Claim or the commencement of an action or proceeding by a Third Party, the Warrantor shall have thirty (30) Business Days after receipt of the Indemnification Notice during which it shall have the right to object to the subject matter and the amount of the claim set forth in the Indemnification Notice by delivering written notice thereof to the Purchaser. If the Warrantor does not so object within such thirty-day period, it shall be conclusively deemed to have agreed that it is obligated to indemnify Purchaser for the matters set forth in the Indemnification Notice. If the Warrantor sends notice to the Purchaser objecting to the matters set forth in the Indemnification Notice, the Warrantor and the Purchaser shall use their best efforts to settle the Claim.  If the Warrantor and the Purchaser are unable to settle the Claim, the matter shall be resolved in the manner set forth in Article 12 of this Agreement.

(d)If the Purchaser makes any Claim or gives notice of any Claim the Purchaser shall, and shall procure that the Company shall, on a confidential basis solely for the purpose of enabling the Warrantor to assess the Claim or potential Claim (a) provide relevant documents to the Warrantor and (b) (if relevant to the claim) request the

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auditors (past and present) of the Company to make available their audit working papers in respect of audits of the Company’s accounts for any relevant accounting period in connection with such Claim or potential Claim to the Warrantor.

(e)All Claims will first be settled from the Escrowed Consideration.

6.11Other Indemnification Provisions. The remedies provided in this Article 6 shall not be exclusive of or limit any other remedies that may be available at law.

ARTICLE 7 - RESTRICTIONS ON SELLER AND CERTAIN RELATED PARTIES

7.1Restrictions. The Seller undertakes that, except with the prior written consent of the Purchaser:

(a)for the period of three years after Closing it will not, within any country in which the Group has carried on business during the year preceding Closing either on its own account or in conjunction with or on behalf of any person, firm or company carry on or be engaged, concerned or interested, directly or indirectly, whether as shareholder, director, employee, partner, agent or otherwise carry on the Business (other than as a holder of not more than 5 per cent of the issued shares or debentures of any company listed on a stock exchange);

(b)for the period of three years after Closing it will not either on its own account or in conjunction with or on behalf of any other person, firm or company solicit or entice away or attempt to solicit or entice away from the Group the custom of any person, firm, company or organisation who shall at any time within the year preceding Closing have been a customer, identified prospective customer, representative, agent, or correspondent of the Group or in the habit of dealing with the Group; or enter into any contract for sale and purchase or accept business from any such person, firm, company or organisation in a business area in which the Group operates;

(c)for the period of three years after Closing it will not either on its own account or in conjunction with or on behalf of any other person, firm or company employ, solicit, entice away or attempt to employ, solicit or entice away from the Group any person who at Closing is, or at the date of, or within the year preceding such employment, solicitation, enticement or attempt shall have been a manager, consultant or employee of the Group whether or not such person would commit a breach of contract by reason of leaving such employment;

(d)it will not at any time hereafter make use of or disclose or divulge to any person (other than to directors or employees of the Group whose province it is to know the same)

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and will keep confidential any information (other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction) relating to the Group, the identity of their customers and suppliers, their products, finance, contractual arrangements, business or methods of business;

(e)if, in connection with the business or affairs of the Group, it shall have obtained trade secrets or other confidential information belonging to a Third Party under an agreement purporting to bind the Group which contained restrictions on disclosure it will not at any time infringe such restrictions; or

(f)it will not at any time hereafter in relation to any trade, business or company use a name, mark or any word confusingly similar thereto in such a way as to be capable of or likely to be confused with any trademark of the Group and it shall use its best endeavours to procure that no such trademark shall be used by any person, firm or company with which it is connected.

7.2Certain related parties. The Seller procures that the Key Managers and the Management Shareholders shall be bound by and observe the provisions of this Article 7 as if they were parties covenanting with the Purchaser in the same terms.

7.3Continued Effectiveness. While the restrictions contained in this Article 7 are considered by the Parties to be reasonable in all the circumstances, it is recognized that restrictions of the nature in question may fail for technical reasons and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Purchaser, but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope the said restriction shall apply with such modifications as may be necessary to make it valid and effective.

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ARTICLE 8 - RESTRICTION ON ANNOUNCEMENTS

Each of the Parties hereto undertakes that prior to Closing and thereafter it will not (save as required by law) make any announcement in connection with this Agreement, unless the other Party hereto shall have given its written consent to such announcement (which consent may not be unreasonably withheld and may be given either generally or in a specific case or cases and may be subject to conditions).

ARTICLE 9 - CONFIDENTIAL INFORMATION

9.1Non-disclosure. The Parties undertake that they shall treat as strictly confidential all Confidential Information received or obtained by them or their employees, agents or advisers as a result of entering into or performing this Agreement including information relating to the provisions of this Agreement, the negotiations leading up to this Agreement, the subject matter of this Agreement or the business or affairs of each of the Parties or any member of their group and subject to the provisions of Article 9.2 that they will not at any time hereafter make use of or disclose or divulge to any person any such Confidential Information and shall use their best endeavours to prevent the publication or disclosure of any such information.

9.2Exceptions. The restrictions contained in Article 9.1 shall not apply so as to prevent the Parties from making any disclosure required by law or by any securities exchange or supervisory or regulatory or governmental body pursuant to rules to which the relevant Party is subject or from making any disclosure to any professional adviser for the purposes of obtaining advice (provided always that the provisions of this Article shall apply to and the Parties shall procure that they apply to, and are observed in relation to, the use or disclosure by such professional adviser of the information provided to him) nor shall the restrictions apply in respect of any information which comes into the public domain otherwise than by a breach of this Article by the Parties.

ARTICLE 10 - MISCELLANEOUS

10.1Parties’ Costs. Each Party to this Agreement shall pay its own costs and disbursements of and incidental to this Agreement and the sale and purchase of the Shares, provided that all costs associated with the Notarial Transfer Deed shall be borne by the Purchaser. The Group shall not pay any fees or other costs of outside advisors in connection with the transactions contemplated hereby.

10.2Waiver. No failure or delay by the Purchaser in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or

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remedy. Without limiting the foregoing, no waiver by the Purchaser of any breach by the Seller of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

10.3Assignment. The Warrantor and the Purchaser may not assign this Agreement (“contractsoverneming”) or assign or encumber its rights thereunder, without the prior written consent of the other Party, which consent shall not unreasonably be withheld save that, with respect to the Purchaser such consent shall not be required provided (i) that the Purchaser shall assign this Agreement to an Affiliate and (ii) in the event that such Affiliate is no longer an Affiliate, this Agreement shall be re-assigned to the Purchaser.

10.4Entire Agreement. This Agreement (together with any documents referred to herein or executed contemporaneously or at Closing by the Parties in connection herewith) constitutes the whole agreement between the Parties and supersedes any previous agreements or arrangements between them relating to the subject matter of this Agreement and it is expressly declared that no variations of this Agreement shall be effective unless made in writing and executed by the Parties.

10.5Continuity of obligations. All the provisions of this Agreement shall remain in full force and effect notwithstanding Closing (except insofar as they set out obligations that have been fully performed at Closing).

10.6Severability. If any provision or part of a provision of this Agreement shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

10.7Other Rights and Remedies. Any right of termination conferred upon the Purchaser hereby shall be in addition to and without prejudice to all other rights and remedies available to it (and, without prejudice to the generality of the foregoing, shall not extinguish any right to damages to which the Purchaser may be entitled in respect of the breach of this Agreement) and no exercise or failure to exercise such a right of termination shall constitute a waiver by the Purchaser of any such other right or remedy.

10.8Release. At Closing the Seller shall have released the Group from any and all obligations and liabilities of the Group vis-à-vis the Seller.

10.9Further acts.  Upon and after Closing the Seller shall do and execute or cause to be done and executed all such further acts, deeds, documents and things as may be necessary to give effect to the terms of this Agreement.

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10.10Interpretation. This Agreement shall constitute an allocation of risks between the parties. The Parties deem the security they may derive from the provisions of this Agreement essential.

10.11Third Party Beneficiary Rights. Unless this Agreement explicitly provides otherwise, it contains no stipulations for the benefit of a Third Party which could be invoked by a Third Party against a Party, except for each member of the Group, which are considered as a Third Party beneficiary of the right to be reimbursed and held harmless and to file cross claims (“in vrijwaring oproeping”) in the event of a Claim in accordance with Article 6. However, notwithstanding the foregoing, this Agreement may be modified or supplemented without the consent of the members of the Group.

10.12Civil Law Notary. The Parties are aware of the fact that the Civil Law Notary works with Baker & McKenzie, the firm that advises the Purchaser in this transaction. With reference to the Code of Conduct (“Verordening beroeps- en gedragsregels”) established by the Royal Notarial Professional Organisation (“Koninklijke Notariële Beroepsorganisatie”), the Parties hereby explicitly agree (i) that the Civil Law Notary shall execute any notarial deed(s) related to this Agreement and (ii) that the Purchaser is assisted and represented by Baker & McKenzie in relation to this Agreement and any agreements that may be concluded, or disputes that may arise, in connection therewith.

10.13Taxes.

10.13.1If, after the sale, the Seller owes any corporate income or other tax with respect to, or in connection with, legal entities that are part of the Group Companies, resulting in a benefit for the relevant company, e.g., as a result of the application of Article 15(a)(i) of the Dutch Corporate Income Tax Act 1969, the latter will reimburse the Seller for the amount of the benefit thus obtained if and as soon as said benefit arises. The Purchaser will ensure that this reimbursement will take place as described above.

10.13.2The Group Companies which up to the Closing Date belong to the “Blue Sky Investments B.V. fiscal unity”, will pay to the Seller the amount of corporate income tax relating to such Group Companies for any period up to Closing as follows. Within two weeks from the Closing Date, the Seller will request from the tax authorities a provisional assessment (“voorlopige aanslag”) for the financial year 2005, in which assessment the result of and tax payable by the Group Companies for the period up to Closing is included.  Based on this assessment, the amount of corporate income tax relating to the Group Companies for any period up to Closing that has not been previously paid to Seller will be paid directly to the tax authorities by the relevant Group Companies. If this payment is less than the payable to the Seller set forth on the Closing Balance Sheet (on account of corporate income tax owed by the Group Companies to the Seller) the difference will immediately be

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paid by the relevant Group Companies to the Seller, after which the full payable to the Seller on account of corporate income tax will be deemed to have been paid.

10.14Waiver of Rights. To the extent permitted by law, the Parties hereby waive their rights under Articles 6:228 through 6:230 and 6:265 through 6:272, respectively, of the Civil Code to rescind (“ontbinden”) or nullify (“vernietigen”) on the ground of mistake (“dwaling”).

10.15Spouse approval. Koolen declares that he has obtained from his spouse the requisite approvals as referred to in Article 1:88 sub-Article 1, beginning and under Article c, of the DCC. A true copy of the relevant statement from which such approval is evident, is attached hereto as Schedule 10.15.

10.16Keep well.  Each of Norden, Koolen and Van Ree procure that during the survival periods as set forth in Article 6.4 the Seller will remain in existence and in good standing.

10.17Domain names.  Subsequent to Closing, if requested by the Purchaser, the Seller will procure and transfer any relevant domain names of Bookings Americas.

ARTICLE 11 – NOTICES

11.1Notices. Each notice, demand or other communication given or made under this Agreement shall be in writing and delivered by hand or sent to the relevant Party at the following address by registered mail (with receipt of delivery):

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To the Purchaser:	Priceline.com ACME Limited
	100 New Bridge Street
	London, EC4V 6JA
	United Kingdom
	Telephone No:
	Facsimile No:
	Attention:  Managing Director
With a copy to:	Baker & McKenzie Amsterdam N.V.
	Attn. Mr. J. Hoekstra
	Leidseplein 29
	1017 PS Amsterdam
	The Netherlands
	Telephone No.: +31 20 5517 879
	Facsimile No.: +31 20 626 79 49
To the Seller:	Blue Sky Investments B.V.
	Broekmaatweg 110
	7548 RV Enschede
	The Netherlands
	Telephone No: +31 6 5150 1659
	Attention:  Managing Director
With a copy to:	Kienhuis Hoving Advocaten Notarissen
	Attn. Mr. R. Prakke
	Pantheon 25
	Enschede
	The Netherlands
	Telephone No.: +31 53 480 4200
	Facsimile No.: +31 53 480 4299

ARTICLE 12 - GOVERNING LAW AND ARBITRATION

12.1Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of The Netherlands.

12.2Arbitration.  All disputes arising in connection with this Agreement, or further agreements or contracts resulting thereof, shall be finally settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (“Nederlands Arbitrage Instituut”). The arbitral tribunal shall be composed of three arbitrators. The place of arbitration shall be Amsterdam. The arbitral procedure shall be conducted in the English language. The arbitral tribunal shall decide according to the rules of law (“naar de regelen des rechts”). Consolidation of the

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arbitral proceedings with other arbitral proceedings pending in The Netherlands, as provided in art. 1046 of The Netherlands Code of Civil Procedure is excluded.

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IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

Purchaser:

PRICELINE.COM ACME LIMITED
By:	By:
Title:	Title:
Seller:
BLUE SKY INVESTMENTS B.V.
By:	By:
Title:	Title:
Company:
BOOKINGS B.V.
By:	By:
Title:	Title:
STOFFER ANKO NORDEN
CORNELIS PETRUS HENRICUS MARIA KOOLEN
HERMAN VAN REE

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SCHEDULE 1.1

DEFINITIONS

“Accounting Principles”	Has the meaning ascribed to it in Article 3.4.8;
“Agreement”	Means this share sale and purchase agreement, including all schedules and annexes thereto;
“Balance Sheet”	Has the means ascribed to it in Section 3 of the Warranties Schedule;
“Balance Sheet Date”	Has the meaning ascribed to it in Section 3 of the Warranties Schedule;
“Benefit Plans”	Has the meaning ascribed to it in Section 13 of the Warranties Schedule;
“Bookings Americas”	Means Bookings Americas S.A., a company organized and existing under the laws of Chile;
“Bookings Asia”	Means Bookings Asia Private Ltd, a company organized and existing under the laws of Singapore;
“Bookings Hispanica”	Means Bookings Hispanica SL, a company organized and existing under the laws of Spain;
“Bookingsportal”	Means Bookingsportal B.V., a company organized and existing under the laws of The Netherlands;
“Bookings Deutschland”	Means Bookings Deutschland GmbH, a company organized and existing under the laws of Germany;
“Booking Europe”	Means Bookings Europe B.V., a company organized and existing under the laws of The Netherlands;
“Bookings S.A.S”	Means Bookings S.A.S., a company organized and existing under the laws of France;
“Bookings Italia”	Means Bookings Italia SRL, a company organized and existing under the laws of Italy;
“Breach”	Has the meaning ascribed to it in Article 6.1;
“Business Day”	Means any day on which the banks are not required or

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	authorized to be closed for business in The Netherlands, excluding Saturdays and Sundays;
“Business”	Means the offering of travel services, either online (through the internet) or through some other means of communication, including but not limited to online services for booking hotel reservations, and/or airline tickets and/or car rentals;
“Cash Consideration”	Has the meaning ascribed to it in Article 3.1;
“Civil Law Notary”	Means the civil law notary mr M.P. Bongard or any other civil law notary of Baker & McKenzie Amsterdam NV, or any of their deputies;
“Claim”	Means any notice provided under the notice provisions of the Agreement pursuant to which either party asserts a claim for indemnification under Article 6;
“Closing”	Means completion of the sale and purchase of the Shares as specified in Article 4;
“Closing Balance Sheet”	the consolidated balance sheet of the Company as of the Closing Date prepared in accordance with Article 3.4
“Closing Date”	Means July 14, 2005;
“Closing Date Consideration”	Has the meaning ascribed to it in Article 3.1;
“Company”	Has the meaning ascribed to it in on the first page of the Agreement;
“Company’s Auditor”	Means KPMG Accountants;
“Company Property”	Has the meaning ascribed to it in Section 6 of the Warranties Schedule;
“Confidential Information”	Means any and all data and information relating to the Company and/or to the business and affairs of a Party that may be provided, orally, in writing or digitally, to the other Party that is marked or expressly stated as being “confidential”;
“Consideration”	Has the meaning ascribed to it in Article 3.1;

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“Damages”	Has the meaning defined in Articles 6:95 and 6:96 of the DCC, including in the event of a Breach, the cash amount necessary to put the Purchaser (or at the option of Purchaser, the relevant Group Company) in a position similar to the position the Purchaser or such Group Company would have been in without the relevant Breach;
“Data Room Materials”	Has the meaning ascribed to it in Article 5.2;
“DCC”	Means the Dutch Civil Code;
“Default”	Has the meaning ascribed to it in Article 6.1;
“Disclosure Letter”	Means the disclosure from the Seller to the Purchaser disclosing information constituting exceptions to the Warranties;
“Disagreement Date”	Has the meaning ascribed to it in Article 3.4;
“Disputed Items”	Has the meaning ascribed to it in Article 3.4;
“Documentation”	Has the meaning ascribed to it in Section 8 of the Warranties Schedule;
“Dutch Subsidiaries”	Means Bookingsportal B.V. and Bookings Europe B.V.;
“Employee Loan”	Means the loan agreement between the Company and Gillian Tans dated March 10, 2004 in the amount of EUR 100,000;
“Employee Loan Assignment Agreement”	Means the agreement assigning the Employee Loan from the Company to the Seller as attached hereto in Schedule 4.2(e);
“Environmental Laws”	means all laws (including all DCC articles relating to tortuous liability), statutes, directives, regulations, notices, decrees or orders whether of the European Community, the local country, a province, a water board or a municipality, relating to pollution, contamination, damage to third parties as a result of such pollution or contamination, and/or protection of the environment or to the storage, labeling, handling, release, treatment, manufacture, processing, deposit, transportation or disposal of substances including waste, including without limitation occupational health and safety matters;

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“Environmental Permits”	means any permit, license, authorization, acceptance, consent or other approval that may be required by any Environmental Laws, and all conditions, limitations and requirements of all Environmental Permits necessary to operate in compliance with Environmental Laws;
“Equity”	Means the consolidated equity of the Company comprising of issued and paid up share capital and reserves;
“Escrow Agent”	Means the escrow agent set forth in the Escrow Agreement;
“Escrow Agreement”	Has the meaning ascribed to it in Article 3.1;
“Escrowed Consideration”	Has the meaning ascribed to it in Article 3.1;
“Encumbrance”	Means any mortgage, assignment of receivables, debenture, lien, charge, pledge, title retention, right to acquire, security interest, option, right of first refusal, usufruct (“vruchtgebruik”) or limited right (beperkt recht) and any other encumbrance, attachment (“beslag”) or condition whatsoever;
“Euro”	Means Euro, the lawful currency of certain participating member states of the European Union;
“Financial Statements”	Has the meaning ascribed to it in Section 3b of the Warranties Schedule;
“Funds Flow Letter”	Means the letter executed by the Civil Law Notary, the Seller and the Purchaser;
“GAAP”	Means the generally accepted accounting principles of The Netherlands;
“Governmental Authority”	Means, in relation to any country, the government of that country and any ministry, department, political subdivision, instrumentality, agency, corporation or commission under the direct or indirect control of such government;
“Government Authorizations”	Means all authorizations, consents, decrees, permits, waivers, privileges, approvals from and filings with all Governmental Instrumentalities necessary for the transactions contemplated by this Agreement;
“Group” and “Group Companies”	Has the meaning ascribed to it in the Recitals;

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“Hotel Agreement”	Has the meaning ascribed to it in Section 9a of the Warranties Schedule;
“Indemnification Notice”	Has the meaning ascribed to it in Article 6.10;
“Independent Accountant”	Has the meaning ascribed to it in Article 3.4;
“Insurance Policies”	Has the meaning ascribed to it in Section 12 of the Warranties Schedule;
“IP Rights”	Has the meaning ascribed to it in Section 7 of the Warranties Schedule;
“IT System”	Has the meaning ascribed to it in Section 8 of the Warranties Schedule;
“Key Managers”	Means the following persons: Koolen, Norden, Anthonie Jan Kosten, Hermanus van Ree, Herald van der Breggen and Gillian Tans;
“Know How”	Has the meaning ascribed to it in Section 7 of the Warranties Schedule;
“Koolen”	Has the meaning ascribed to it on the first page of the Agreement;
“Loan Note”	Has the meaning ascribed to it in Article 3.1;
“Licensed Rights”	Has the meaning ascribed to it in Section 7 of the Warranties Schedule;
“Management Shareholders”	Means the following individuals: Norden, Koolen, Van Ree, Herald van der Breggen, Arthur Kosten, Pieter van Doorne, Harold van Oostrom, Han Zier, Jan Docter, Gillian Tans, Martin Amersfoort, Donatella Cascino, Marnix van der Ploeg, Jasper Cramwinkel, Mariska Hekkers and Martin Lamme;
“Material Contracts”	Has the meaning ascribed to it in Section 9 of the Warranties Schedule;
“Non-Registered IP Rights”	Has the meaning ascribed to it in Section 7 of the Warranties Schedule;
“Norden”	Has the meaning ascribed to it on the first page of the Agreement;

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“Notary Account”	Means the notary account (“Kwaliteitsrekening Notariaat”) of Baker & McKenzie Amsterdam N.V., with ABN AMRO Bank N.V., account number: 54.31.72.201, IBANCODE NL72 ABNA 0543172201;
“Notarial Transfer Deed”	Means the notarial deed executed by a civil law notary authorized in The Netherlands pursuant to which the Shares are transferred;
“Open Source Software”	Has the meaning ascribed to it in Section 8 of the Warranties Schedule;
“Open Issues”	Has the meaning ascribed to it in Article 3.4;
“Party”	Means any Party in this Agreement;
“Permits”	Has the meaning ascribed to it in Section 11 of the Warranties Schedule;
“Person”	Means any legal entity, firm, corporation, partnership or other business or legal person, as well as any natural person;
“Purchaser”	Has the meaning ascribed to it in on the first page of the Agreement;
“Purchaser’s Warranties”	Has the meaning ascribed to it in Article 5.6;
“Re-investment Documents”	Means the documentation which governs the re-investment by the Management Shareholders of a specified part of their share of the Closing Date Consideration into UK Holding Company in exchange for shares in UK Holding Company;
“Real Property Leased”	Has the meaning ascribed to it in Section 5 of the Warranties Schedule;
“Recitals”	Means the recitals of this Agreement;
“Registered IP Rights”	Has the meaning ascribed to it in Section 7 of the Warranties Schedule;
“Seller”	Has the meaning ascribed to it in on the first page of the Agreement;
“Seller’s Disagreement Notice”	Has the meaning ascribed to it in Article 3.4.1;

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“Seller’s Warranties”	Has the meaning ascribed to it in Article 5.5;
“Separable Custom-made Software”	Has the meaning ascribed to it in Section 8 of the Warranties Schedule;
“Shares”	Has the meaning ascribed to in the Recitals;
“Software”	Has the meaning ascribed to it in Section 8 of the Warranties Schedule;
“Source Code”	Has the meaning ascribed to it in Section 8 of the Warranties Schedule;
“Subsidiaries”	Means Bookingsportal, Bookings Europe, Bookings Italy, Bookings Hispanica, Bookings SAS and Bookings Deutschland, details of which are set forth in Schedule A;
“Tax” , “Taxes” or “Taxation”	means any and all taxes, whether direct or indirect and whether levied by reference to income, profits, gains, capital contributions, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating thereto;
“Third Party”	Means any person who is not a Party;
“UK Holding Company”	Means the UK company which at Closing will hold the entire issued share capital of the Purchaser, Priceline.com Europe Holding N.V. and Active Hotels Limited;
“Van Ree”	Has the meaning ascribed to it on the first page of the Agreement;
“Waiver of Pledge”	Means the notarial deed waiving the pledge on the Shares;
“Warranties”	Has the meaning ascribed to it in Article 5.1;
“Warranties Schedule”	Means Schedule 5.1 to the Agreement;

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“Warrantor” Means the Seller, provided, however, that in the event a Claim has arisen by reason of fraud (“bedrog”) on the part of the Norden, Koolen and/or Van Ree or any of them, the latter three individuals will be deemed to have been a Warrantor as per the Closing for the purposes of this definition and the Agreement together with the Seller on a joint and several basis (“hoofdelijk”);

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SCHEDULE 3.1(II)

LOAN NOTE

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SCHEDULE 3.1(III)

ESCROW AGREEMENT

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SCHEDULE 4.2 (A)(I)

LETTERS OF RESIGNATION

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SCHEDULE 4.2(B)(II)

EMPLOYEE LOAN ASSIGNMENT AGREEMENT

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SCHEDULE 4.2(B)(III)

NOTARIAL TRANSFER DEED

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SCHEDULE 4.2(B)(IV)

FUNDS FLOW LETTER

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SCHEDULE 4.5

WAIVER OF PLEDGE

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SCHEDULE 5.1

WARRANTIES

Unless expressly provided herein to the contrary, the Warranties apply to each of the Company and the Subsidiaries and any reference to Company will be deemed a reference to each of the Company and the Subsidiaries.

All words and expressions defined in the Agreement shall, unless the context otherwise requires or unless otherwise expressly indicated, have the same respective meanings herein.

The Warrantor represents and warrants to the Purchaser that:

1.Organisation

(a)The Company has been duly incorporated and is validly existing under the laws of the jurisdiction of its incorporation.

(b)No proposal has been made or resolution adopted for the dissolution or liquidation of the Company, no circumstances exist which may result in the dissolution or liquidation of the Company, and in relation to the Company no proposal has been made or resolution adopted for a statutory merger (“juridische fusie”) or division (“splitsing”), or a similar arrangement.

(c)The Company has not been (i) declared bankrupt (“failliet verklaard”) or (ii) granted a temporary or definitive moratorium of payments (“surséance van betaling”) or (iii) made subject to any insolvency or reorganisation proceedings or (iv) involved in negotiations with any of its creditors or taken any other step with a view to the readjustment or rescheduling of all or part of its debts, nor has, to the best knowledge of the Warrantor, any third party applied for a declaration of bankruptcy or any such similar arrangement for the Company.

(d)No attachment (“beslag”) has been made on any of the assets of the Company.

(e)No resolution has been adopted by any corporate body of the Company which has not been fully implemented.

(f)The current articles of association of the Company have been provided to the Purchaser.

(g)The Company meets all registration requirements under applicable law and evidence thereof (where available in the form of extracts) is attached hereto as Annex 1(g). The said evidence

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is correct and includes essential particulars as of the dates thereon and the information contained therein has not been modified by any subsequent event.

(h)The Company has no directors (“bestuurders”) or proxyholders (“procuratiehouders”) or their equivalents under any jurisdiction other than the Netherlands, other than the persons named in Annex 1(g). The Company has not granted powers of attorney to any third party authorising such third party to represent it for any special purpose.

(i)The Company has properly kept record of all meetings of shareholders, supervisory directors for the years 2004 and 2005 and the minutes of these meetings fully and correctly reflect the matters which have been dealt with during those meetings. The Purchaser has been provided with true and complete copies of all minutes of all meetings of shareholders, supervisory directors for the years 2004 and 2005.

(j)The Company has not over the past 3 (three) years had branches or (equity) interests in other (legal) persons. The Company is not a party to any partnership agreement (“v.o.f”.,”c.v”., “maatschap”) or equivalent.

2.Capitalisation 

(a)The shareholders register (“aandeelhoudersregister”) of the Company correctly and completely reflects the current and former shareholdings of the Company and all particulars required to be entered in such register.

(b)The structure of the Group, including details as to the share capital as set out in Annex A is true and correct.

(c)Bookings Asia is in the process of liquidation.

(d)The Seller has full right and title to the Shares.

(e)The Company owns the total issued share capital of the Subsidiaries.

(f)The Company owns 22,99% of the share capital of Global Bookings Connection B.V.

(g)Global Bookings Connection B.V. is the legal and beneficial owner of the total issued share capital of Global Bookings Japan, Inc.

(h)There are no grounds on the basis whereof any issue of the shares of the Company, Global Bookings Connection B.V or Global Bookings Japan, Inc may be invalidated.

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(i)The shares of the Company and the shares of Global Bookings Connection B.V and Global Bookings Japan, Inc are fully paid-up and are free and clear of any Encumbrances.

(j)No depositary receipts (“certificaten”) have been issued for any of the shares in the Company.

(k)The Company has not issued any profit sharing certificates (“winstbewijzen”) or granted any other rights to share in its profits (“winstrechten”), nor granted any other rights to third parties (including but not limited to its employees) entitling such third parties to share in its profits.

(l)Apart from the obligations resulting from the Agreement, there are no obligations with respect to any of the shares of the Company, such as trust, shareholders’ or voting agreements or agreements restricting the transfer of such shares (other than those set forth in the articles of association of the Company) or the payment of dividends, or agreements pursuant to which approval therefor is required.

(m)The Company has not given to any person any right to acquire or subscribe for its shares. No rights, including but not limited to option rights, warrants, convertibles and similar rights, have been granted or issued relating to any shares of the Company. There are no unexecuted resolutions of the general meeting of shareholders of the Company providing for the issuance of shares in the capital of the Company or the grant of options or other rights to acquire shares in the capital of the Company.

(n)The right to receive dividends or distributions of any kind (whether payable now or in the future) on the shares of the Company has not been disposed of. No one, with the exception of the Seller, has any right to distributions arising out of the profit, reserves and/or liquidation balance of the Company.

(o)No rights have been granted to third parties as referred to in article 2:232 of the DCC which could prevent the Articles of Association of the Company from being amended.

(p)The Company has not purchased, redeemed or repaid any share capital or given any financial assistance in connection with any such acquisition of share capital or issuance or sale of shares.

(q)Since December 31, 2004 no dividend(s) and/or interim dividend(s) or any other kind of distribution have been declared or paid with respect to the shares of the Company.

(r)The Company has access to all the original share certificates and/or shareholders registers or similar documents evidencing title to the shares in the Group Companies, which have all been properly amended to reflect all prior share transfers and share

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issuance, if any.

3.Financial Statements

(a)The Company has always kept its books in accordance with the applicable statutory requirements. The administration and bookkeeping of the Company is accurate and complete, has been maintained properly and is capable of providing adequate detailed information as to the Company’s financial position at any time.

(b)The Warrantor has provided the Purchaser with true and complete copies of the consolidated audited financial statements of the Group for the fiscal years ended on December 31, 2003 and 2004, consisting of balance sheets for the Group as of each of such dates and income statements for the Group for the fiscal years then ended (“Financial Statements”). The audited balance sheet of the Group dated as of December 31, 2004 included in the Financial Statements is referred to herein as the “Balance Sheet” (attached hereto as Annex 3(b)) and the date of the Balance Sheet is referred to herein as the “Balance Sheet Date”.

(c)The Financial Statements were prepared in accordance with Dutch GAAP applied on a basis consistent with that applied with respect to the preceding 5 (five) financial years of the Company.

(d)The Financial Statements provide a true and fair view of the financial position and of the results of operations of the Group.

(e)The Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) necessary for the fair presentation of the information set forth therein, and no adjustments or restatements are or will be necessary in respect of any items of an unusual or non-recurring nature, except as expressly specified in the Financial Statements.

(f)All accounts receivable of the Company existing on the Balance Sheet Date or arisen since then represent receivables (a) which can be collected from the debtors involved within a time period of 3 (three) months from their due date without assistance by any third party being required and without any loss on collection, or (b) in respect of which a loss on collection has been adequately insured, or (c) for which an adequate provision has been made in the Financial Statements.

(g)The Balance Sheet includes adequate provisions for all contingent and uncontingent or deferred obligations and liabilities of the Group as of the Closing Date including any and all (latent) Tax obligations as of the Closing Date.

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(h)The explanatory notes to the Financial Statements include all financial obligations under long-term contracts which have not been provided for in the Balance Sheet. The Balance Sheet includes sufficient provisions for losses on pending contracts and projects of the Group as of the Closing Date, to the extent such losses can be reasonably expected and evaluated.

(i)There has been no change in the Group’s method of accounting or keeping of its books of account or accounting practices for the 3 (three) year period ended on the Balance Sheet Date.

(j)The Company has at all times complied with its obligation to publish its annual accounts.

(k)The Company maintains proper and adequate internal account controls which provide assurance that (i) transactions for each Group Company are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the Financial Statements and to maintain accountability for each Group Company’s assets; (iii) access to each Group Company’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of each Group Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory of each Group Company are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.

(l)There are no significant deficiencies or material weaknesses in the design or operation of internal accounting controls that are reasonably likely to adversely affect the ability of any part of a Group Company’s business to record, process, summarize and report financial information.  There has been no and there does not currently exist any fraud that involves management or other employees who have a significant role in the internal controls relating to any Group Company.

(m)No Group Company has extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director, officer or key management employee of any Group Company.

4.Absence of Certain Changes or Events

For a period of 1 (one) year prior to the Closing Date, there have been no changes in the financial position of Company, which have adversely affected or may adversely affect its net asset value or in general its business or properties, more particularly:

(a)the Company has not sold, leased, transferred or assigned any of its assets, tangible or intangible, except for sales of inventory in the ordinary course of business;

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(b)the Company has not entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) either involving more than EUR 100,000 or outside the ordinary course of business;

(c)no party (including the Company) has accelerated, terminated, modified or cancelled (i) any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) to which the Company is a party or by which it is bound;

(d)the Company has not encumbered any of its assets, tangible or intangible;

(e)the Company has not made any capital expenditure (or series of related capital expenditures) either involving, individually or in the aggregate, a cost of more than EUR 100,000 or outside the ordinary course of business;

(f)the Company has not made any capital investment in, any loan to or any acquisition of the securities or assets of, any other person;

(g)the Company has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or granted any other kind of guarantees;

(h)the Company has not cancelled, compromised, waived or released any right or claim (or series of related rights and claims);

(i)there has been no change made or authorized to be made in the articles of association or similar constitutional/governing documents of the Company;

(j)the Company has not issued, sold or otherwise disposed of any shares in its capital, or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in its capital;

(k)the Company has not declared, set aside or paid any dividend or agreed to make any distribution with respect to any shares in its capital (whether in cash or in kind) or redeemed, purchased or otherwise acquired any shares in its capital;

(l)the Company has not experienced any damage, destruction or loss (whether or not covered by insurance) to its property;

(m)the Company has not made any loan to, or entered into any other transaction with, any of its directors or employees outside the ordinary course of business;

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(n)the Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified in any respect the terms of any existing such contract or agreement;

(o)the Company has not granted any bonuses to, or a greater than 5% (five percent) increase in the base compensation of, any of its directors or employees;

(p)the Company has not adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or other plan, contract or commitment for the benefit of any of its directors, officers or employees (or taken any such action with respect to any other employee benefit plan);

(q)the Company has not made or promised to make any other material change in employment terms for any of its directors or employees;

(r)the Company has not made or pledged to make any charitable contribution or other gift;

(s)there has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business involving the Company and involving more than EUR 100,000 singly or EUR 250,000 in the aggregate;

(t)the Company has not agreed or otherwise entered into an arrangement to do any of the foregoing in the future;

(u)the Company has not agreed to take any action in future which, if taken prior to the time of signing the Agreement, would have made any representation or warranty set forth in this Schedule to be untrue or incorrect; and

(v)the Company has not repaid or become liable to repay any loan or indebtedness in advance of its stated date of maturity.

5.Real Property

(a)The Group does not (legally and beneficially) own any real property.

(b)Annex 5(b) sets forth an accurate, correct and complete list of each parcel of real property (i) leased to or committed to be leased to the Company or (ii) leased by or committed to be leased by the Company (“Real Property Leased”).

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(c)The Seller has delivered to the Purchaser accurate and complete copies of all existing agreements relating to the Real Property Leased (including, bank guarantees posted as security, appraisal reports, environmental audits and similar reports).

(d)No other agreements, whether verbal or in writing, pertaining to the Real Property Leased exist with the counterparty to such agreements and no obligations have been assumed by the Company other than those which appear from these lease agreements.

(e)All lease agreements with respect to the Real Property Leased are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event which, with notice or lapse of time or both, would become a default. There are no rent disputes pending or threatened with respect to the Real Property Leased. No circumstance has arisen or is likely to arise whereby the rental has been or is likely to be increased.

(f)None of the Real Property Leased has been leased to any person other than the Company and no other right of (sub-)lease, use or enjoyment of any of the Real Property Leased has been granted or promised to any person other than the Company.

(g)The Company has not made any changes to the Real Property Leased which by the end of the Lease Agreement must be undone at the expense of the Company or a Group Company.

(h)There are no claims or complaints with respect to any neighbouring property.

(i)The Real Property Leased is fit for its present use and is in good state of maintenance and repair. The technical installations and the mains, pipes, cables and wiring present in the Real Property Leased are functioning properly and their use is not restricted in any way by order of any (governmental) authority.

(j)The present use of the Real Property Leased is not restricted or impaired, or to the best of Warrantor’s knowledge, threatened to be restricted or impaired, by any laws, regulations or other rule of general application or administrative, criminal or civil decisions.

(k)The Real Property Leased is connected directly to the public water, energy and sewerage systems and has lawful and unrestricted access to the public road.

(l)The Real Property Leased has not been designated (nor is any  application pending) as a listed building within the meaning of the Monuments and Historic Buildings Act (“Monumentenwet”) 1988.

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6.Company Property

(a)For the purposes of this section ”Company Property” shall mean all goods, other than Real Property Leased, being used by the Company and/or shown on the Balance Sheet, including the data base containing the hotel content.

(b)The Company has full title to the Company Property, except as set forth in Annex 6(b) (which annex will be limited to goods used but not owned by the Company with an annual value in excess of Euro 10,000).

(c)No item of the Company Property to which the Company has full title is subject to any Encumbrance, lease, option to lease or right of use of any nature whatsoever nor to any other right of any nature whatsoever, whether contractual or otherwise.

(d)The Company is entitled to the unrestricted use of all Company Property.

(e)The Company Property is in a good state of maintenance and repair.

7.Intellectual Property Rights

(a)For the purposes of this section:

 “Registered IP Rights” shall mean intellectual property rights (national and international) capable of being registered in a public register, including but not limited to patent rights, model and design rights, domain names, topography rights and/or trademark rights, and/or any applications for such rights, as well as any similar rights.

“Non-Registered IP Rights” shall mean all intellectual property rights (national and international) not capable of being registered in a public register, including but not limited to copyrights, database rights, artist rights, sound recording rights, producer’s rights and/or any other neighbouring rights, portrait rights, trade names and Know How, as well as any similar rights.

“Licensed Rights” shall mean any rights granted to the Company in respect of intellectual property rights (registered and non-registered) of third parties.

“IP Rights” shall mean the Registered IP Rights, the Non-Registered IP Rights and the Licensed Rights.

“Know How” shall mean all confidential technical and/or business information pertaining to the Company and its business.

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(b)The Company is the sole owner of the Registered IP Rights set forth in Annex 7(b), free of any Encumbrances. The Annex contains all Registered IP Rights of the Company. None of those Registered IP Rights has lapsed and all Registered IP Rights are valid or will be granted for the territory applied for.

(c)The Company is the sole owner of the Non-Registered IP Rights set forth in Annex 7(c), free of any Encumbrances (such annex to contain, among other things, the copyrights relating to the (design and content of the) websites of the Group and the database rights vested in the database.). The Annex contains all Non-Registered IP Rights of the Company.

(d)The Company has the right to use the Licensed Rights set forth in Annex 7(d), free of any Encumbrances. The Annex contains all Licensed Rights of the Company. Save as set forth in such Annex, no royalty or other fee will be required to be paid by the Company to any person in respect of the use of any of the Licensed Rights.

(e)The Company is fully authorised to make use of and/or exploit the IP Rights. The right of the Company to make use of and/or exploit the IP Rights will not be affected by the Closing.

(f)The Company has not granted any right whatsoever to Third Parties with respect to its IP Rights.

(g)The carrying on of the business of the Company does not infringe upon any intellectual property rights of any Third Party and does not require the Company to obtain any license or other agreement to use any intellectual property rights of others. The Company has not received any communications alleging that the Company has violated the intellectual property rights of any other person other than the claims set forth in Annex 7(g). No claims are pending by any person with respect to the ownership, validity, enforceability or use of the IP Rights.

(h)The Company is not aware of any violation by a Third Party of any of its IP Rights.

(i)The Company has taken all legal and appropriate security measures to protect and preserve the secrecy, confidentiality and value of its IP Rights.

(j)To the best of the Warrantor’s knowledge, the Know How has only been disclosed to persons who must have knowledge of such Know How in the interest of the business of the Company.

(k)The Company does not believe that it is or will be necessary to use any inventions or works of authorship of its employees (or persons it currently intends to hire) made prior to their employment by the Company, other than such inventions or works of authorship that have been irrevocably transferred to the Company by such employees.

(l)All IP Rights rights of Bookings Americas have been validly transferred to the Company.

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(m)Bureau Industriële Reclame and Studio Karu has no copyrights in the design of the Company’s website.

8.Information Technology

(a)For the purposes of this section:

“Software” means computer Software, whether in source or object code, including but not limited to systems Software, operational Software, application Software, interfaces and/or firmware, and all updates, upgrades and/or new versions thereto, owned, under development or used, including Open Source Software.

 “Separable Custom-made Software” means computer Software developed for or by the Company, including but not limited to standard Software customised to meet the functional requirements of the Company; provided that the modules of which can be separated from standard Software not owned by the Company.

“Source Code” means the code used to develop and write the Software, which is compiled into executable code.

 “Documentation” shall mean documentation – whether in written or electronic form – with respect to the Software, including but not limited to preparatory work, functional and/or technical specifications, user documentation, manuals, development tools and data models.

“IT System” shall meancomputer hardware including but not limited to the Software installed thereon, and the interfaces pertaining thereto.

“Open Source Software” means the open source Software licensed to Company under the General Public Licence or other license(s), including, but not limited to: Cent OS Linux, Nagios Perl Modules, Red Hat, Free BSD, Apache and MySQL Software.

(b)No royalty, licence fee, or other payment will be required to be paid as a result thereof by the Company to any Person in respect of the right to use any Documentation, IT System or Software by the Company.

(c)The Company is entitled to use the IT Systems and Software as presently used by the Company and the right of the Company to use the same and the terms under which the same are used will be unaffected by the Closing.

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(d)The IT Systems and Software owned and/or used by the Company are in good operating condition, with adequate capacity, functionality and response times to conduct the Company’s businesses as presently conducted.

(e)In the period of twelve (12) months immediately preceding the Closing, there have been no failures or interruptions in the operation of the IT Systems and/or Software, which have had a material adverse effect on the conduct of the Company’s business.

(f)The IT Systems and Software are adequately maintained and meet state of the art standards.

(g)The Company has in place fully tested, current and otherwise appropriate disaster recovery plans and procedures for its IT Systems and Software in order to prevent the loss and facilitate the recovery of data lost through system failure, physical destruction or otherwise and has taken all reasonable steps and implemented all reasonable procedures to safeguard its IT Systems and Software and prevent unauthorised access thereto.

(h)All data of the Company contained within the IT Systems and/or Software, and which are necessary for the continued operation of that business after the Closing in the same manner as the business was conducted prior to the Closing, is recorded, stored, maintained or operated or otherwise held by the Company and is not dependent on any facilities which are not under the exclusive ownership or control of the Company, except for the data contained within IT Systems collocated at True Server’s premises.

(i)Annex  8(i) contains a complete and exhaustive list of all Open Source Software and Software (excluding Separable Custom-made Software), licensed and in use by the Company.

(j)The Company has at its disposal all Documentation needed for the use of the Software.

(k)The Company owns or has valid licences or other rights to use the Software, that such use does not infringe any rights of third parties and that to the best knowledge of the Warrantor no Person is challenging or infringing the rights of the Company with respect to the Software.

(l)To the best of Warrantor’s knowledge, the Software contains no viruses, disabling codes and devices.

(m)The Company has taken all steps and commercial procedures to ensure, so far as reasonably possible, that the Software is free of viruses, disabling codes, devices or any other codes that may adversely affect the use of the Software after the Closing.

(n)There are adequate escrow arrangements in place with respect to the Software (excluding Separable Custom-made Software), meaning (amongst other things) that the Source Code of the latest version of the Software in use is deposited in escrow, that such Source Code is of

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such quality that a reasonably skilled expert will be able to understand, modify and make additions to the Software (excluding Separable Custom-made Software) therewith in order to (amongst other things) correct defects in the Software (excluding Separable Custom-made Software) or to add functionality thereto and that such a reasonably skilled expert will be able to generate the object code of such latest version of Software (excluding Separable Custom-made Software) from such Source Code and Documentation.

(o)The Company has not disclosed to any third party any source code or algorithms relating to Software or any of the Documentation owned or used by the Company, except where so obligated by (OSS) license.

(p)The Company indemnifies against all costs and/or damages and/or expenses (including attorney fees) relating to and/or resulting from any third party that the Company’s GTC used on its website are not applicable and/or void.

(q)The Company indemnifies against all costs and/or damages and/or expenses (including attorney fees) relating to and/or resulting from any third party claim (including governmental bodies) relating the non-compliance with E-Commerce Regulations that apply in the Netherlands.

(r)The Company uses the Open Source Software (including, but not limited to: Red Hat 6.1/ 7.2/ 7.3, Fedora Core version 2/ version 3, Cent OS Linux, Free BSD, Apache, CPAN Perl Modules v.5.8.x and MySQL) in accordance with the licenses (including but not limited to: GNU General Public License, Apache License, Artistic License), granting the right to use the Open Source Software.

(s)The Company indemnifies against all costs and/or damages and/or expenses (including attorney fees) relating to and/or resulting from any third party claim (including governmental bodies) relating to non-compliance with the Dutch Data Protection Act, in particular the notification requirement.

9.Contracts, Obligations and Commitments 

(a)Set forth in Annex 9(a), is an accurate and complete list of the following contracts, agreements and commitments entered into by the Company or for the benefit of the Company, which Annex shall be deemed to include all Standard and Preferred Hotel Agreements (“Hotel Agreements”) concluded with all affiliates and hotels (collectively the “Material Contracts”):

(i)	agency, distribution and commission agreements;
(ii)	(sub)franchise agreements;

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(iii)	agreements with credit card organizations;
(iv)	exclusive purchase agreements;
(v)	consultancy and management agreements;
(vi)	supply agreements;
(vii)	research and development agreements;
(viii)	factoring agreements;
(ix)	license agreements (including the Licensed Rights);
(x)	lease concerning Real Property Leased;
(xi)	lease agreements for Company Property with an annual value in excess of Euro 25,000;
(xii)	loan agreements and credit facilities (either as a lender or borrower);
(xiii)	guarantees, sureties or securities (for its own benefit of for the benefit of third parties);
(xiv)	joint venture contracts, co-operation agreements, shareholders’ agreements, consortium agreements, or arrangements or any other agreements which have involved or are expected to involve a sharing of profits with other persons;
(xv)	advertising agreements;
(xvi)	agreements limiting the freedom of the Company to compete in any line of business in any geographic area;
(xvii)	agreements or commitments relating to capital expenditures and which involve future payments by the Company in excess of EUR 100,000 individually or EUR 250,000 in the aggregate;
(xviii)	agreements or commitments relating to the disposition or acquisition of any assets (other than inventory in the ordinary course of business) by the Company;
(xix)	agreements having a term of more than 12 months which are not terminable by the Company which is a party thereto without penalty upon less than 3 months’ notice; and
(xx)	agreements which involve a value to the Company in excess of Euro 250,000 per annum.

(b)To the best of the Warrantor’s knowledge, the Company has provided the Purchaser with complete and correct copies of all Material Contracts, except for the Hotel Agreements.

(c)Bookings Europe B.V. is the counter party to all Hotel Agreements.

(d)To the best of the Warrantor’s knowledge, all of the Material Contracts are legally valid, binding and enforceable in accordance with their respective terms and are in full force and effect.

(e)To the best of the Warrantor’s knowledge, none of the Material Contracts has been modified, pledged, assigned or amended in any respect.

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(f)None of the Material Contracts provides that such Material Contract will be terminated, or that any party thereto has the right to terminate such Material Contract as a result of the consummation of the transactions contemplated by the Agreement.

(g)Except as set forth in the Disclosure Letter, there are no defaults by the Company or, to the knowledge of the Warrantor, any other party to the Material Contracts which default will materially adversely affect the financial or commercial position of any of the Company.

(h)To the knowledge of the Warrantor, no party to any Material Contract intends to cancel, rescind, withdraw, modify or amend a Material Contract.

(i)The Company has not received written notice of any default, off-set, counterclaim or defence under any Material Contract.

(j)No condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by the Company of the terms of any Material Contract.

(k)Bookings Americas has no relevant commercial contracts.

(l)Bookings B.V. has fully and timely complied with all its obligations under the asset purchase agreement with IBO Internet Bookings Organisation VOF dated January 4, 2002 (as amended) and consequently has retained the exclusive rights to carry out the Business under the Bookings name in Belgium, Germany and Luxembourg.

(m)The Company has not issued any declaration promising to refrain from granting any mortgage or pledge (negatieve hypotheek- of pandverklaring).

(n)The Company has not received notice (whether formal or informal) from any lenders requiring an early repayment of loans or intimating the enforcement by any such lender against any security which it may hold, and, to the knowledge of the Warrantor, there are no circumstances likely to give rise to any such notice. None of the financial facilities of the Company is dependent on the guarantee or indemnity of or any security provided by a third party.

(o)The Company is not a party to any agreement or arrangement with (i) the Seller (including its employees, agents or directors) or any person related in any way to the Seller or (ii) the direct or indirect shareholders or beneficial owners of the Seller (including their employees, agents and directors).

(p)The Warrantor has no knowledge, information or belief that after the date hereof or as a result of this Agreement (i) any supplier of the Company will cease, or be entitled or likely to cease,

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supplying the Company, or may substantially reduce its supply, or modify its terms of supply, to the Company, (ii) any customer of the Company will cease, or be entitled or likely to cease, to deal with the Company, or may substantially reduce its existing level of business with, or alter the basis upon which it does business with the Company, or (iii) any director or key employee of the Company will leave the employ of the Company.

(q)At the Closing Date the balance of all working capital facilities extended by ABN AMRO Bank N.V. to the Company is positive.

10.Litigation and compliance

(a)There are no claims, suits, actions or proceedings pending or, to the best knowledge and belief of the Warrantor threatened against, relating to or affecting the Company or before any court, arbitrator, (semi)governmental department, commission, agency, instrumentality or authority.

(b)To the best of Warrantor’s knowledge, no petition for a preliminary hearing of witnesses (“voorlopig getuigenverhoor”) or a preliminary investigation of experts (“voorlopig deskundigenbericht”) has been filed against the Company.

(c)The Company is not engaged in, subject to or affected by any criminal proceedings or investigation, nor are there to the best of Warrantor’s knowledge any such proceedings or investigations threatened against any of the Company.

(d)To the best of the Warrantor’s knowledge, there has been no violation by the Company of any law or regulation as a result of which the financial or commercial position of the Company could be materially adversely affected.

(e)To the best of the Warrantor’s knowledge, the Company is not a party to any agreement, takes part in any concerted practice or is bound by any decision of an association of undertakings which contravenes the Competition Act (“Mededingingswet”) or the competition laws of any jurisdiction applicable to it. The Company has not received notice of any kind from, or is under any obligation to notify, the Netherlands Competition Authority, the European Commission or any authority in any other country competent in competition matters.

(f)The Company, Bookings Europe and Bookingsportal do not make their business of attracting and onlending or investing repayable funds for their own account.

(g)The Company has filed a registration with the Data Protection Authority (“College Bescherming Persoonsgegevens”).

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11.Permits

(a)All necessary licenses, consents, approvals, permissions, permits and authorisations (public and private) (collectively, “Permits”) have been obtained by the Company to enable it to lawfully carry on its business effectively in the places and in the manner in which such business is now carried on.

(b)A complete list of the permits is set forth in Annex 11(b).

(c)The Permits are valid and in full force and effect and the Warrantor knows of no reason, and is not aware of any facts or circumstances which would be likely to give rise to any reason, why any of such Permits would be suspended, cancelled, revoked or not renewed.

(d)The Company is not in violation of the terms of any of the Permits.

12.Insurance

(a)The Company has concluded the insurance policies listed in Annex 12(a) (“Insurance Policies”). The Insurance Policies are in full force and effect. The Company has not entered into any insurance policies other than the Insurance Policies.

(b)The Insurance Policies contain accurate descriptions of the insured risks, and offer the Company adequate cover against all risks normally insured against by persons carrying on a similar business as the Company, such as fire, third party liability, consequential damages and business interruption.

(c)There are no pending or asserted claims as to which any insurer has denied liability, and there are no claims that have been disallowed or according to the involved insurer have been filed improperly.

(d)To the best of Warrantor’s knowledge, the Company did not fail to disclose information to the involved insurer that may give rise to annulment of any insurance by the insurer.

(e)Neither the Warrantor nor the Company have knowledge or any facts or occurrence of any event which will materially increase the premiums payable under any of the Insurance Policies or which may lead to a continuation or renewal on less favourable terms.

(f)All premiums in respect of the Insurance Policies, which have become due and payable on or before the Closing Date have been paid and the Company has fulfilled all its obligations under the Insurance Policies.

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(g)Within the past 5 (five) years the Company has not been refused any requested insurance coverage and no material claim made by the Company has been questioned, denied or disputed by any insurers.

13.Employees

(a)Set forth in Annex 13(a) is a complete list of the names of all employees of the Company. The list also specifies (i) current position (ii) age, (iii) commencement of employment, (iv) gross annual salary, (v) accrued holidays, (vi) employees on sick leave and duration of sick leave if over 3 weeks, and (vii) other key terms and conditions of employment (including lease cars, profit-sharing, commission or bonus arrangements). Each employee is employed by the Group Company located in the jurisdiction where such employee resides.

(b)There is no person working for the Company on the basis of a management agreement, consultancy agreement or an agreement for the rendering of services (“overeenkomst van opdracht”).

(c)There is no agreement or understanding (contractual or otherwise) between the Company and any employee or ex-employee with respect to his employment, his ceasing to be employed or his retirement which is not included in the written terms of such employment

(d)There are no collective agreements or other agreements or arrangements between the Company and any trade union or other body representing the employees (such as works councils) applicable to the Company.

(e)No director, employee or agent of the Company has been granted, nor is the Company in any way committed to grant, any special termination or exit payments to any such director, employee or agent.

(f)Neither the execution of the Agreement nor the consummation of the transactions contemplated thereby will (a) result in any payment to, or any commitment to make a payment to, any director, employee, agent, consultant, supplier or customer of the Company, (b) increase any benefits otherwise payable to such persons or (c) result in the acceleration of the time of payment or vesting of any benefits payable to any of such persons.

(g)No director or employee has been granted any rights to shares in the Company. The Company does not have any stock appreciation right schemes, phantom stock schemes or similar schemes.

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(h)There are no schemes in operation in relation to the Company under which any employee of the Company is entitled to any commission or remuneration of any other sort of payment calculated by reference to the whole or part of the turnover, profit or sales of the Company.

(i)All accrued vacation and/or leave days (“opgebouwde vakantiedagen”) of the employees have either been taken, given financial compensation for, or have been provided for in the Financial Statements.

(j)Neither the Company nor any of its employees are involved in any industrial dispute. No facts are known, or could on reasonable inquiry be known, to the Warrantor or the Company’s directors which might suggest that there may be an industrial dispute involving the Company or that any of the provisions of this Agreement may lead to any such industrial dispute.

(k)To the best of the Warrantor’s knowledge, none of the employees are expected to terminate their employment agreement with the Company.

(l)The Company is not involved in any reorganisations which will or may have an impact on its employees and/or their labor conditions.

(m)No director of the Company has any ownership interest in any competitor, supplier, or customer of the Company (other than ownership of securities of a publicly-held corporation of which such person owns, or has real or contingent rights to own, less than 1 % (one percent) of any class of outstanding securities).

(n)To the best of the Warrantor’s knowledge, the Company has at all times and in all material respects complied with the labour laws applicable to it.

(o)The Company has duly filed all declarations required to be filed regarding social security contributions. None of such declarations have been disputed by any of the authorities concerned. All social security contributions and any and all interest, penalties and additions with respect thereto for which the Company is or may become liable in respect of any period ending on the Balance Sheet Date have either been paid in full or full provisions therefore have been made in the Balance Sheet.

(p)Annex 13(p) sets forth an accurate and complete list and summary description of all pension plans, old age and early retirement schemes, deferred compensation and similar arrangements (“Benefit Plans”), maintained or contributed to by the Seller and/or the Company for the benefit of any employees or other persons associated with the Company.

(q)Other than reflected in such Annex, the Company is not a party to or in any other way bound by any written or oral pension or (early) retirement scheme or plan, and no promises for the

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benefit of any employees or other persons associated with the Company have been made by the Company in respect thereof.

(r)All contributions to and payments from the Benefit Plans that may have been required to be made in accordance with the Benefit Plans and applicable law have been timely made and there are no, nor will there be at Closing, back service and other liabilities in respect of any of the Benefit Plans.

(s)Each Benefit Plan is in compliance with the requirements of applicable laws and regulations.

14.Taxation

(a)The Company has always duly, timely and correctly paid all Taxes for which it has been assessed, or which have become due or will become due, or which have arisen or accrued or will arise or accrue with regard to the period up to and including the Closing Date or, insofar these Taxes have not been paid, they have been adequately and fully provided for in the Closing Balance Sheet.

(b)The Company has duly, timely and correctly made all filings (including appeals (“bezwaar en beroep”)) returns, payments and withholdings, given all notices, maintained all records and supplied all other information in relation to Taxes which it was required to make, give, maintain or supply and all such returns, payments, withholdings, notices, records and information were complete and accurate.

(c)The Company has not been or is not liable to pay any penalty, fine, interest or similar amount in relation to Taxes and there are no facts which are likely to cause the Company to become liable to pay any such penalty, fine, surcharge or interest, nor have there been any circumstances which might have a negative effect with regard to such a penalty.

(d)The Company has not entered into any arrangement (including but not limited to “rulings”) with any tax authority or is subject to a special regime with regard to (the payment of) Taxes.

(e)No request for an exchange of information regarding Tax relating to the
Company or in relation to the business relations of the Company has been made by any Tax authority.

(f)The Company has not been a party to any transaction or series of transactions which is or forms part of a scheme for the avoidance of Tax or which can reasonably be considered as such.

(g)The Company is not or will not be held liable for Taxes due by any person or entity other than the Company.

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(h)Neither in the current financial year nor in the preceding five financial years has the Company claimed, utilized or requested exemptions or deferrals in relation to Taxes, including but not limited to exemption or deferrals of Taxes relating to reorganizations or mergers.

(i)There neither is nor has been any dispute, including but not limited to litigation, between the Company and any tax authority, nor has the Company been the subject of any extraordinary investigation by any tax Authority and there are no facts which are likely to give rise to any such dispute or investigation.

(j)All interest and other sums of having the nature of expense payable by the Company are and will be wholly allowable as deductions in computing the income of the Company for Tax purposes.

(k)No claim has been made by the Company for the depreciation of any asset for Tax purposes, which may be disallowed.

(l)The Company has not had its Tax affairs dealt with on a consolidated basis pursuant to Article 15 Corporate Income Tax Act 1969 or any other basis which allows a combined filing, profit calculation or payments of Tax for more than one Person, except for the Dutch Subsidiaries which form part of a fiscal unity for VAT and corporate income tax purposes.

(m)No party has any claim against the Company in connection with: (i) the allocation of or an agreement to allocate corporate income tax; (ii)recovering corporate income tax from any of the Companies; or (iii) the utilisation of losses; all within a consolidated tax group (“fiscale eenheid”) the Company has been included in.

(n)For all differences between commercial and Tax valuations, a sufficient deferred Tax provision is formed at the applicable statutory rate.

(o)For Tax purposes, the Company is and has been resident only in the jurisdiction in which it is incorporated and does not have nor had a permanent establishment or permanent representative or other taxable presence in any jurisdiction other than that in which it is resident for Tax purposes. The Company does not constitute or has not constituted a permanent establishment or is not or has not been a permanent representative of another Person.

(p)The Company has not tainted (share) capital (“besmet fusie aandelenkapitaal / agio”) within the meaning of Article 3a of the Dutch Dividend Tax Act 1965.

(q)The Company is not a real estate investment company within the meaning of Article 4 of the Dutch Legal Transfer Act 1970 (“Wet op belastingen van rechtsverkeer 1970”).

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(r)The Company has complied in all respects with the requirements and provisions of the “Wet op de omzetbelasting 1968” and all regulations and orders made there under (“the VAT legislation”) and has made and maintained accurate and up to date records, invoices, accounts and other documents required by or necessary for the purpose of the VAT legislation and the Company has at all time punctually made all payments and filed all returns required hereunder.

(s)The Company has not at any time been integrated in a consolidated Tax group for VAT purposes and/or has not at any time had its Tax affairs dealt with on a consolidated basis or any other basis which allows a combined filing or payments of Tax for more than one Person, except for the Dutch Subsidiaries which form part of a fiscal unity for VAT and corporate income tax purposes.

(t)No party has any claim against the Company in connection with or regarding VAT and associated liabilities that do not relate to transactions carried out or procured by the Company while considered included in a fiscal unity for VAT purposes.

(u)The Company has not been partially exempt for any VAT accounting period at any time since incorporation date and will not in respect of supplies of goods or services invoiced to the Company prior to Closing Date be denied credit for any input tax.

(v)The Company does not own assets, which are treated as capital items, for which the input tax may be subject to adjustment in accordance with the VAT legislation.

(w)All applications for governmental subsidies, which have been made or are reflected in the Financial Statements, have been duly and correctly made and no refunds and no interest, penalties or additions regarding such refunds are or will be due in respect of governmental subsidies.

(x)No charge to Tax will arise on the Company or on the Buyer by virtue of the entering into and/or completion of the Agreement.

15.Warranties and Products

(a)There is no outstanding claim against the Company for breach of service or warranty to any customer.

(b)No state of facts exists and no event has occurred which may form the basis of any present claim against the Company for liability on account of any express or implied warranty to any customers or other third parties in connection with services rendered by the Company.

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16.Environmental Warranties

(a)All activities of the Company have been conducted in compliance with, and all properties leased or operated by the Company comply with, all Environmental Laws.

(b)The Company has not received any claim, notice, action or communication from any governmental or regulatory authority, citizen group, employee, works council or otherwise, nor is such claim, notice, action or communication pending, claiming any violation of any of the Environmental Laws, or demanding or requiring any environmental repair, construction, alteration or emission (including but not limited to emission to air and water, noise or malodour) and vibration reduction.

17.Brokers

Neither the Company nor the Seller has engaged, or caused to be incurred any liability to any finder, broker or sales agent in connection with the origin, negotiation, execution, delivery, or performance of the Agreement and the transactions contemplated hereby.

18.Information

(a)To the best of the Warrantor’s knowledge, all information given to the Purchaser and its representatives and professional advisors by the Seller, the Company and their respective representatives and professional advisors relating to the business activities, affairs or assets and liabilities of the Company, was when given, and is now, accurate and complete in all respects and not misleading in any respect.

(b)The Warrantor has made reasonable inquiry regarding any facts or circumstances that can reasonably be considered to be material to an accurate appraisal of the business, assets, liabilities and affairs of any of the Company. The Warrantor does not know of any information which is or may reasonably be considered to be material to such an appraisal and which has not been disclosed to the Purchaser.

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SCHEDULE 5.2

DATA ROOM MATERIALS

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SCHEDULE 5.3

DISCLOSURE LETTER

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SCHEDULE 5.7

SELLER’S WARRANTIES

The Seller represents and warrants to the Purchaser that:

1.It is a corporation that is duly organized and validly existing under the laws of the jurisdiction in which it was incorporated, with the requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize the execution and performance thereof;

2.The Agreement and all other agreements and obligations undertaken in connection with the transactions contemplated hereby constitute or will constitute, following the execution and delivery thereof, the valid and legally binding obligations of the Seller, enforceable against it in accordance with the respective terms, subject to enforcement of remedies to applicable bankruptcy, insolvency, reorganization and other laws affecting generally the enforcement of the rights of creditors and subject to the discretionary authority of a court of competent jurisdiction with respect to the granting of a decree ordering specific performance or other equitable remedies.

3.The execution, delivery and performance by it of this Agreement, and the agreements contemplated herein shall not:

(ii)violate the provisions of the law applicable to it and its articles of association (or comparable charter documents, each as amended from time to time), or any resolution of its supervisory board or management board; or

(iii)conflict with or result in the breach or termination of any material term or provision of, or constitute a default under, or cause any acceleration under, any material license (including operating licenses), permits or material agreement to which it is bound.

4.It is not precluded by the terms of any contract, agreement or other instrument from (i) entering into this Agreement, or (ii) entering into any agreement or transaction contemplated in this Agreement, or (iii) from the consummation of any of the foregoing.

5.No material consents, approvals, orders or authorizations of, or registrations, or declarations of filing with, any person are required in connection with the execution and delivery and consummation of this Agreement, or the agreements contemplated herein, other than the ones obtained or contemplated to be obtained by this Agreement.

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SCHEDULE 5.8

PURCHASER’S WARRANTIES

The Purchaser represents and warrants to the Seller that:

1.It is a corporation that is duly organized and validly existing under the laws of the jurisdiction in which it was incorporated, with the requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize the execution and performance thereof;

2.The Agreement and all other agreements and obligations undertaken in connection with the transactions contemplated hereby constitute or will constitute, following the execution and delivery thereof, the valid and legally binding obligations of the Purchaser, enforceable against it in accordance with the respective terms, subject to enforcement of remedies to applicable bankruptcy, insolvency, reorganization and other laws affecting generally the enforcement of the rights of creditors and subject to the discretionary authority of a court of competent jurisdiction with respect to the granting of a decree ordering specific performance or other equitable remedies.

3.The execution, delivery and performance by it of this Agreement, and the agreements contemplated herein shall not:

(i)violate the provisions of the law applicable to it and its articles of association (or comparable charter documents, each as amended from time to time), or any resolution of its supervisory board or management board; or

(ii)conflict with or result in the breach or termination of any material term or provision of, or constitute a default under, or cause any acceleration under, any material license (including operating licenses), permits or material agreement to which it is bound.

4.It is not precluded by the terms of any contract, agreement or other instrument from (i) entering into this Agreement, or (ii) entering into any agreement or transaction contemplated in this Agreement, or (iii) from the consummation of any of the foregoing.

5.No material consents, approvals, orders or authorizations of, or registrations, or declarations of filing with, any person are required in connection with the execution and delivery and consummation of this Agreement, or the agreements contemplated herein, other than the ones obtained or contemplated to be obtained by this Agreement.

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SCHEDULE 10.15

DECLARATION OF SPOUSAL CONSENT

EX ARTICLE 1:88 OF THE DCC

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EX-10.1

Exhibit 10.1

COMPANY NO.  5505187

THE COMPANIES ACT 1985

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

PRICELINE.COM INTERNATIONAL LIMITED

(Adopted by written resolution passed on 14 July 2005)

Baker & McKenzie LLP

London

Ref: DXA

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1.PRELIMINARY

1.1These Articles constitute the Articles of the Company.  Table A is excluded for the purposes of section 8(2) of the Act.

2.INTERPRETATION

2.1In these Articles:

2.2the following words and expressions have the following meanings:

“2006 Series B Exercise Period” means the period beginning on the third Business Day after the directors have served the 2006 Series BValuation Report on each B Ordinary Shareholder and ending on the tenth Business Day after such date of service;

“2006 Series C Exercise Period” means the period beginning on the third Business Day after the directors have served the 2006 Series CValuation Report on each C Ordinary Shareholder and ending on the tenth Business Day after such date of service;

“2006 Series B Valuation Report” means the Valuation Report prepared by the directors in accordance with Article 13.4 below which sets out the Option Price for any shares subject to an Exercise Notice during the 2006 Series B Exercise Period;

“2006 Series C Valuation Report” means the Valuation Report prepared by the directors in accordance with Article 13.4 below which sets out the Option Price for any shares subject to an Exercise Notice during the 2006 Series C Exercise Period;

“2007 Series B Exercise Period” means the period beginning on the third Business Day after the directors have served the 2007 Series BValuation Report on each B Ordinary Shareholder and ending on the tenth Business Day after such date of service;

“2007 Series C Exercise Period” means the period beginning on the third Business Day after the directors have served the 2007 Series C Valuation Report on each C Ordinary Shareholder and ending on the tenth Business Day after such date of service;

“2007 Series B Valuation Report” means the Valuation Report prepared by the directors in accordance with Article 13.4 below which sets out the Option Price for any shares subject to an Exercise Notice during the 2007 Series B Exercise Period;

“2007 Series C Valuation Report” means the Valuation Report prepared by the directors in accordance with Article 13.4 below which sets out the Option Price for any shares subject to an Exercise Notice during the 2007 Series C Exercise Period;

“2008 Series B Exercise Period” means the period beginning on the third Business Day after the directors have served the 2008 Series B Valuation Report on each B Ordinary Shareholder and ending on the tenth Business Day after such date of service;

“2008 Series C Exercise Period” means the period beginning on the third Business Day after the directors have served the 2008 Series CValuation Report on each C Ordinary Shareholder and ending on the tenth Business Day after such date of service;

“2008 Series B Valuation Report” means the Valuation Report prepared by the directors in accordance with Article 13.4 below which sets out the Option Price for any shares subject to an Exercise Notice during the 2008 Series B Exercise Period;

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“2008 Series C Valuation Report” means the Valuation Report prepared by the directors in accordance with Article 13.4 below which sets out the Option Price for any shares subject to an Exercise Notice during the 2008 Series C Exercise Period;

“A Ordinary Shareholder” means the holder of the A Ordinary Shares in the Company unless there is more than one holder of the A Ordinary Shares in which case any reference in these Articles to the “A Ordinary Shareholder” shall be construed as meaning the holder of the majority of the A Ordinary Shares or in the event that there is no such majority holder, to each of the holders of the A Ordinary Shares;

“A Ordinary Shares” means the A Ordinary Shares of 0.1 pence each in the Company;

“Accounts” means the audited balance sheet and profit and loss account of the Company, including all notes, reports, statements and other documents annexed to them;

“Act” means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force;

“address” in relation to an electronic communication, includes any number or address used for the purposes of such communication;

“Adjustment” means an adjustment to the shares and/or the Option Price in accordance with Article 13.14 below;

“Affiliate” means an affiliate of Priceline, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act;

“Arbitrator” means PwC or such other person appointed pursuant to Article 13.8;

“Articles” means the articles of association of the Company;

“auditors” means the auditors of the Company;

“Bad Leaver” means a B Ordinary Shareholder who ceases to be an employee of a Group Company other than as a Good Leaver;

“Beneficial Owner”  has the meaning set forth in Rule 13d-3 under the Exchange Act;

“Board”  means the board of directors of Priceline;

“B Ordinary Shareholder” means any holder of B Ordinary Shares in the Company;

“B Ordinary Shares” means the B Ordinary Shares of 0.1 pence each in the Company;

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are generally open for business in London;

“Call Exercise Notice” means the notice of exercise of the Call Option setting out the number of B Ordinary Shares or C Ordinary Shares in relation to which the A Ordinary Shareholder intends to exercise the Call Option;

“Call Option”meansthe call option granted by each B Ordinary Shareholder and C Ordinary Shareholder to the A Ordinary Shareholder under Article 10.1;

“Change in Control” means the occurrence of any one of the following events:

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(i)any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Priceline representing thirty-five percent (35%) or more of the combined voting power of Priceline’s then outstanding securities eligible to vote for the election of the Board (the “Priceline Voting Securities”); provided, however, that the event described in this paragraph (i) shall not be deemed to be a Change in Control if such event results from the acquisition of Priceline Voting Securities pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii) below);

(ii)individuals who, on the Grant Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, that any person becoming a director subsequent to 14 July 2005, whose election or nomination for election was approved (either by a specific vote or by approval of the proxy statement of Priceline in which such person is named as a nominee for director, without written objection to such nomination) by a vote of at least two-thirds of the directors who were, as of the date of such approval, Incumbent Directors, shall be an Incumbent Director; provided, further, that no individual initially appointed, elected or nominated as a director of Priceline as a result of an actual or threatened election contest with respect to the election or removal of directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(iii)the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (A) Priceline or (B) any of its wholly owned subsidiaries pursuant to which, in the case of this clause (B), Priceline Voting Securities are issued or issuable (any event described in the immediately preceding clause (A) or (B), a “Reorganization”) or the sale or other disposition of all or substantially all of the assets of Priceline to an entity that is not an Affiliate (a “Sale”), unless immediately following such Reorganization or Sale: (1) more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (x) Priceline (or, if Priceline ceases to exist, the entity resulting from such Reorganization), or, in the case of a Sale, the entity which has acquired all or substantially all of the assets of Priceline (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has Beneficial Ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”), is represented by Priceline Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Priceline Voting Securities were converted pursuant to such Reorganization or Sale), (2) no Person is or becomes the Beneficial Owner, directly or indirectly, of 35% or more of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (3) at least a majority of the members of the board of directors (or similar officials in the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale, Incumbent Directors (any Reorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above being deemed to be a “Non-Qualifying Transaction”); or

(iv)the stockholders of Priceline approve a plan of complete liquidation or dissolution of Priceline.

Notwithstanding the foregoing, (I) if any Person becomes the Beneficial Owner, directly or indirectly, of 35% or more of the combined voting power of Priceline Voting Securities solely as a result of the acquisition of Priceline Voting Securities by Priceline which reduces the

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number of Priceline Voting Securities outstanding, such increased amount shall be deemed not to result in a Change in Control; provided, however, that if such Person subsequently becomes the Beneficial Owner, directly or indirectly, of additional Priceline Voting Securities that increases the percentage of outstanding Priceline Voting Securities Beneficially Owned by such Person, a Change in Control of Priceline shall then be deemed to occur and (II) the acquisition following 14 July 2005 of Priceline Voting Securities by Hutchison Whampoa Limited, Cheung Kong (Holdings) Limited or any of their Affiliates shall be deemed not to result in a Change in Control until such time as Hutchison Whampoa Limited, Cheung Kong (Holdings) Limited or any of their Affiliates become the Beneficial Owners in the aggregate of 50% or more of the combined voting power of Priceline Voting Securities (and for this purpose the preceding clause (I) shall not apply);

“Change in Control Window” means the period beginning on a Change in Control and ending on the tenth Business Day after such date;

“clear days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

“communication” means the same as in the Electronic Communications Act 2000;

“C Ordinary Shareholder” means any holder of C Ordinary Shares in the Company;

“C Ordinary Shares” means the C Ordinary Shares of 0.1 pence each in the Company;

“director” means, except where the context otherwise requires, a director of the Company and “directors” means the directors or any of them acting as the board of directors of the Company;

“electronic communication” means the same as in the Electronic Communications Act 2000;

“Exercise Date” means the date on which any B Ordinary Shareholder, C Ordinary Shareholder or the A Ordinary Shareholder (as the case may be) serves an Exercise Notice;

“Exercise Notice” means a Call Exercise Notice or a Put Exercise Notice (as the case may be);

“Exchange Act”  means the Securities Exchange Act of 1934, as amended from time to time;

“Fair Market Value” means a price per share determined in accordance with Article 13.2;

“Good Leaver” means a B Ordinary Shareholder who ceases to be an employee of a Group Company as a result of his:

(i)death; or

(ii)being dismissed or otherwise ceasing employment by reason of absence from work due to ill health or accident (save for ill health which arises as a result of an abuse of drink or drugs), provided that the relevant Shareholder delivers to a Group Company a medical certificate signed by a doctor duly evidencing his ill health or accident and provided further that the Group Company reserves the right to require such Shareholder to undergo a medical examination by a doctor or consultant nominated by it; or

(iii)retirement once the Shareholder reaches the age of 60;

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(iv)being made redundant by a Group Company.

“Granted Securities” means those B Ordinary Shares which were acquired in exchange for granted B ordinary shares in Active Hotels Limited which the relevant B Ordinary Shareholder originally subscribed for at a price of 0.1 pence per share;

“Group Company” means the Company and any Subsidiary, parent or associated company;

“holder” in relation to shares means the member whose name is entered in the register of members as the holder of the shares;

“Institute of Chartered Accountants” means the Institute of Chartered Accountants in England & Wales, whose postal address is Chartered Accountants’ Hall, PO Box 433, London EC2P 2BJ;

“Office” means the registered office of the Company;

“Option” means either or both of the Call Option and the Put Option (as the context requires);

“Option Price” means in respect of: (a) Granted Securities which have Vested, Purchased Securities and C Ordinary Shares, Fair Market Value; and (b) in respect of Granted Securities which have not Vested 0.1 pence per share;

“Person”  has the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) Priceline or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan (or related trust) sponsored or maintained by Priceline or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, (4) a corporation owned, directly or indirectly, by the stockholders of Priceline in substantially the same proportions as their ownership of Priceline Shares;

“Priceline” means Priceline.com, Incorporated whose principal place of business is 800 Connecticut Avenue, Norwalk, CT06854, USA;

“Priceline Shares” means common stock, of par value $0.008 per share of Priceline registered on NASDAQ or of such other par value as such common stock may convert into;

“Purchased Securities” means those B Ordinary Shares which were acquired in exchange for purchased B ordinary shares in Active Hotels Limited which the relevant B Ordinary Shareholder originally subscribed for at a price of £16.9235 per share;

“Put Exercise Notice” means the notice of exercise of the Put Option setting out the number of B Ordinary Shares or C Ordinary Shares in relation to which any B Ordinary Shareholder or C Ordinary Shareholder intends to exercise the Put Option;

“Put Option” means the put option granted by the A Ordinary Shareholder to each B Ordinary Shareholder and C Ordinary Shareholder under Article 10.2;

“PwC” means Pricewaterhouse Coopers LLP of 1 Embankment Place, London, WC2N 6RH;

“RSU Plan” means the restricted stock unit plan dated [14 July 2005] entered into by the Company, priceline.com Holdco UK Limited and certain managers of Bookings B.V.;

“Seal” means the common seal of the Company and includes any official seal kept by the Company by virtue of sections 39 or 40 of the Act;

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“Shares” means the A Ordinary Shares, the B Ordinary Shares and the C Ordinary Shares in the Company;

“secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

“Securities Act” means the U.S. Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder;

“United Kingdom” means Great Britain and Northern Ireland;

“Valuation Report” means the report prepared by the directors in accordance with Article 13.4; and

“Vest” means the process of a B Ordinary Shareholder becoming entitled (i) to exercise the Put Option in respect of Granted Shares and (ii) to be paid an Option Price equal to Fair Market Value for such Shares (as defined in Article 13.2).

2.3powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them;

2.4the word “directors” in the context of the exercise of any power contained in the Articles includes any committee consisting of one or more directors, any director holding executive office and any local or divisional board, manager or agent of the company to which or, as the case may be, to whom the power in question has been delegated;

2.5no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation;

2.6except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under the Articles or under another delegation of the power;

2.7unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Act but excluding any statutory modification thereof not in force when the Articles become binding on the Company;

2.8references to a document being executed include references to its being executed under hand or under seal or by any other method;

2.9unless the context otherwise requires, any reference to “writing” or “written” shall include any method of reproducing words or text in a legible and non-transitory form;

2.10save where specifically required or indicated otherwise words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof;

2.11clause and paragraph headings are inserted for ease of reference only and shall not affect construction.

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3.SHARE CAPITAL

3.1The authorised share capital of the Company is £10,000 divided into 9,150,000 A Ordinary Shares of 0.1 pence each, 200,000 B Ordinary Shares of 0.1 pence each and 650,000 C Ordinary Shares of 0.1 pence each

4.RIGHTS ATTACHING TO SHARES

The rights and restrictions attaching to the A Ordinary Shares, the B Ordinary Shares and the C Ordinary Shares are as follows:

4.1Income

(a)the A Ordinary Shareholders, the B Ordinary Shareholders and the C Ordinary Shareholders shall be entitled to receive such sums by way of dividend as the Company may by ordinary resolution declare or as the directors may determine in either case in accordance with the provisions of the Act and Articles 39 but such that, subject to Articles 4.1(b) and (c) below, the A Ordinary Shares, the B Ordinary Shares and the C Ordinary Shares need not rank pari passu for such dividends;

(b)the A Ordinary Shareholders shall, in priority to the B Ordinary Shareholders and the C Ordinary Shareholders, be entitled to be paid an annual dividend that is equal to £1,650,000 (the “Threshold Amount”);

(c)the A Ordinary Shareholders, the B Ordinary Shareholders and the C Ordinary Shareholders (as if the same constituted one class of share) shall then be entitled to the balance of any dividend that the Company may by ordinary resolution declare after the payment of the amount equal to the Threshold Amount referred to in Article 4.1(a) above, such balance to be shared among the A Ordinary Shareholders, the B Ordinary Shareholders and the C Ordinary Shareholders (as if the same constituted one class of share) pro rata according to the amount fully paid up on the A Ordinary Shares, B Ordinary Shares and C Ordinary Shares (including any amount of share premium paid thereon);

4.2Capital

the assets of the Company available for distribution to holders remaining after payment of all other debts and liabilities of the Company (and of the costs, charges and expenses of any winding up) shall be distributed amongst the holders of the A Ordinary Shareholders, the B Ordinary Shareholders and the C Ordinary Shareholders pari passu as if they were all shares of the same class; and

4.3Voting

every holder of A Ordinary Shares, B Ordinary Shares and C Ordinary Shares who (being an individual) is present or (being a corporation) is present by a duly authorised representative (not being himself a member entitled to vote) shall have one vote for every such share of which he is the holder.

5.AUTHORITY TO ALLOT

5.1The directors are generally and unconditionally authorised pursuant to section 80 of the Act to allot relevant securities (within the meaning of section 80(2) of the Act).  The authority hereby conferred shall, subject to section 80(7) of the Act, be for a period of five years from the date of adoption of these Articles unless renewed varied or revoked by the Company in general meeting and the maximum amount of relevant securities which may be allotted

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pursuant to such authority shall be the authorised but as yet unissued share capital of the Company at the date of adoption of these Articles or, where the authority is renewed, at the date of the renewal.

5.2The directors shall be entitled under the authority contained in Article 5.1 or any renewal thereof to make at any time prior to the expiry of such authority any offer or agreement which would or might require relevant securities of the Company to be allotted after the expiry of such authority.

5.3The provisions of sections 89(1) and 90(1) to (6) of the Act shall not apply to the Company.

5.4Subject to the provisions of the Act and without prejudice to any rights attached to any existing shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the directors shall determine.

5.5Subject to the provisions of the Act, shares may be issued which are to be redeemed or are liable to be redeemed at the option of the Company or the holder on such terms and in such manner as may be provided by the Articles.

5.6Subject to the provisions of Articles 5.1 to 5.5 inclusive, the provisions of the Act and to any resolution of the Company in general meeting passed pursuant to those provisions:

(a)all unissued shares for the time being in the capital of the Company (whether forming part of the original or any increased share capital) shall be at the disposal of the directors; and

(b)the directors may allot (with or without conferring a right of renunciation), grant options over, or otherwise dispose of them to such persons on such terms and conditions and at such times as they think fit.

5.7The Company may exercise the powers of paying commissions conferred by the Act.  Subject to the provisions of the Act, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

5.8Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and (except as otherwise provided by the Articles or by law) the Company shall not be bound by or recognise any interest in any share except an absolute right to the entirety thereof in the holder.

6.SHARE CERTIFICATES

6.1Every member, upon becoming the holder of any shares, shall be entitled without payment to one certificate for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of such holding) or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the directors may determine.  Every certificate shall be sealed with the Seal or executed in such other manner as the directors may approve, having regard to the Act and the provisions of the Articles, and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up thereon.  The Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

6.2If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the

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Company in investigating evidence as the directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery up of the old certificate.

7.LIEN

7.1The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share.  The directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article 7.  The Company’s lien on a share shall extend to any amount payable in respect of it.

7.2The Company may sell in such manner as the directors determine any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen clear days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold.

7.3To give effect to a sale the directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser.  The title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

7.4The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

8.CALLS ON SHARES AND FORFEITURE

8.1Subject to the terms of allotment, the directors may make calls upon the members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium) and each member shall (subject to receiving at least fourteen clear days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares.  A call may be required to be paid by instalments.  A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or part and payment of a call may be postponed in whole or part.  A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made.

8.2A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed.

8.3The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

8.4If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid and shall also pay all costs and expenses incurred by the Company as determined by the directors in order to procure payment of the sums due or in consequence of the non-payment of such sums.  The rate of interest shall be the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Act) but the directors may waive payment of the interest, costs and expenses wholly or in part.

8.5An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call and if it is

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not paid the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.

8.6Subject to the terms of allotment, the directors may make arrangements on the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares.

8.7The directors may, if they think fit, receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become payable) pay interest at such rate as may be agreed upon between the directors and the member paying such sum in advance.

8.8If a call remains unpaid after it has become due and payable, the directors may give to the person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued plus expenses or costs determined in accordance with Article 8.7.  The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.

8.9If the notice is not complied with any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.

8.10Subject to the provisions of the Act, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either to the person who was before the forfeiture the holder or to any other person and at any time before sale, re-allotment or other disposition, the forfeiture may be cancelled on such terms as the directors think fit.  Where for the purposes of its disposal a forfeited share is to be transferred to any person the directors may authorise some person to execute an instrument of transfer of the share to that person.

8.11A person any of whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited but shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the appropriate rate (as defined in the Act) plus costs and expenses from the date of forfeiture until payment but the directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

8.12A statutory declaration by a director or the secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture or disposal of the share.

9.TRANSFER OF SHARES

9.1The directors shall not register any transfer of B Ordinary Shares or C Ordinary Shares:

(a)unless such transfer is made in accordance with the provisions of Articles 10 to 13 (Put and Call Option); or

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(b)such transfer is made in accordance with the provisions of Article 16 (Pre-Emption Transfers) and (I) such transfer is (i) a transfer of B Ordinary Shares made after 3 April 2008 or (ii) a transfer of C Ordinary Shares made after 3 September 2008 and (II) the transfer is not being made pursuant to any exercise of the Put Option or the Call Option.

9.2The directors may at any time register any transfer of B Ordinary Shares or C Ordinary Shares if such transfer is made in accordance with Articles 14 and 15 (Drag Along and Tag Along).

9.3The directors shall register any transfer of A Ordinary Shares which complies with the provisions of these Articles.

9.4Subject to such of the restrictions set out in these Articles as may be applicable, any member may transfer all or any of his shares by instrument of transfer in writing in any usual form or in any other form which the directors may approve.  The instrument of transfer shall be executed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee and the transferee shall remain the holder of the shares and as such a member of the Company until the name of the transferee is entered in the Register of Members in respect thereof.

9.5If the directors refuse to register a transfer of a share they shall within two months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal.

9.6No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.

9.7The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

10.PUT AND CALL OPTION

10.1Each B Ordinary Shareholder and each C Ordinary Shareholder grants to the A Ordinary Shareholder an Option to purchase its respective shares for the Option Price on the terms and subject to the conditions of these Articles (the “Call Option”).

10.2The A Ordinary Shareholder grants to each B Ordinary Shareholder and each C Ordinary Shareholder an Option to sell its respective shares to the A Ordinary Shareholder for the Option Price on the terms and subject to the conditions of these Articles (the “Put Option”).

11.EXERCISE OF CALL OPTION

11.1B Ordinary Shares:

(a)The A Ordinary Shareholder may exercise the Call Option with respect to:

(i)any Granted Securities that have Vested and/or 1/3 of the Purchased Securities held by each B Ordinary Shareholder by serving a Call Exercise Notice on any B Ordinary Shareholder at any time during the 2006 Series B Exercise Period; and/or

(ii)any Granted Securities that have Vested and/or 2/3^rd of the Purchased Securities held by each B Ordinary Shareholder (less any Purchased Securities or Granted Securities previously held by that B Ordinary

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Shareholder which have been acquired by the A Ordinary Shareholder pursuant to an earlier exercise of the Put Option or the Call Option) by serving a Call Exercise Notice on any B Ordinary Shareholder at any time during the 2007 Series B Exercise Period; and/or

(iii)any Granted Securities that have Vested and/or any Purchased Securities held by each B Ordinary Shareholder (less any Purchased Securities or Granted Securities previously held by that B Ordinary Shareholder which have been acquired by the A Ordinary Shareholder pursuant to an earlier exercise of the Put Option or the Call Option) by serving a Call Exercise Notice on any B Ordinary Shareholder at any time during the 2008 Series B Exercise Period; and/or

(iv)any Granted Securities that have Vested and/or any Purchased Securities held by each B Ordinary Shareholder, if (but only if) there is a Change in Control, by serving a Call Exercise Notice on any B Ordinary Shareholder at any time during the Change in Control Window.

(b)Notwithstanding the foregoing, if any B Ordinary Shareholder is a Bad Leaver, the A Ordinary Shareholder may, with respect to:

(i)any Granted Securities of that B Shareholder that have Vested more than 184 days before the date upon which the B Ordinary Shareholder ceased to be an employee of a Group Company, exercise the Call Option immediately or at any time thereafter by serving a Call Exercise Notice on the B Ordinary Shareholder; and/or

(ii)any Granted Securities of that B Shareholder that have Vested less than 184 days before the date upon which the B Ordinary Shareholder ceased to be an employee of a Group Company, exercise the Call Option by serving a Call Exercise Notice on the B Ordinary Shareholder at any time not less than 183 days after the date upon which such Granted Securities Vested; and

(iii)any Granted Securities of that B Shareholder that have not Vested, exercise the Call Option immediately or at any time thereafter.

11.2C Ordinary Shares

The A Ordinary Shareholder may exercise the Call Option with respect to:

(a)1/3 of the C Ordinary Shares held by each C Ordinary Shareholder by serving a Call Exercise Notice on any C Ordinary Shareholder at any time during the 2006 Series C Exercise Period; and/or

(b)2/3^rd of the C Ordinary Shares held by each C Ordinary Shareholder (less any C Ordinary Shares previously held by that C Ordinary Shareholder which have been acquired by the A Ordinary Shareholder pursuant to an earlier exercise of the Put Option or the Call Option) by serving a Call Exercise Notice on any C Ordinary Shareholder at any time during the 2007 Series C Exercise Period; and/or

(c)any C Ordinary Shares held by each C Ordinary Shareholder (less any C Ordinary Shares previously held by that C Ordinary Shareholder which have been acquired by the A Ordinary Shareholder pursuant to an earlier exercise of the Put Option or the Call Option) by serving a Call Exercise Notice on any C Ordinary Shareholder at any time during the 2008 Series C Exercise Period; and/or

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(d)any C Ordinary Shares held by each C Ordinary Shareholder, if (but only if) there is a Change in Control, by serving a Call Exercise Notice on any C Ordinary Shareholder at any time during the Change in Control Window.

12.EXERCISE OF PUT OPTION

12.1B Ordinary Shares

Each B Ordinary Shareholder if he is an employee or a Good Leaver may exercise the Put Option with respect to:

(a)any of its Granted Securities that have Vested and/or 1/3 of its Purchased Securities by serving a Put Exercise Notice on the A Ordinary Shareholder at any time during the 2006 Series B Exercise Period; and/or

(b)any of its Granted Securities that have Vested and/or 2/3^rd of its Purchased Securities (less any Purchased Securities or Granted Securities previously held by it which have been acquired by the A Ordinary Shareholder pursuant to an earlier exercise of the Put Option or the Call Option) by serving a Put Exercise Notice on the A Ordinary Shareholder at any time during the 2007 Series B Exercise Period; and/or

(c)any of its Granted Securities that have Vested and/or any of its Purchased Securities (less any Purchased Securities or Granted Securities previously held by it which have been acquired by the A Ordinary Shareholder pursuant to an earlier exercise of the Put Option or the Call Option) by serving a Put Exercise Notice on the A Ordinary Shareholder at any time during the 2008 Series B Exercise Period; and/or

(d)any of its Granted Securities that have Vested and/or any of its Purchased Securities, if (but only if) there is a Change in Control, by serving a Put Exercise Notice on the A Ordinary Shareholder at any time during the Change in Control Window.

Provided that in the case of the Purchased Securities it shall not be necessary for the B Ordinary Shareholder to be an employee or a Good Leaver at the time of exercising the Put Option.

12.2C Ordinary Shares

Each C Ordinary Shareholder may exercise the Put Option with respect to:

(a)1/3 of its C Ordinary Shares by serving a Put Exercise Notice on the A Ordinary Shareholder at any time during the 2006 Series C Exercise Period; and/or

(b)2/3^rd of its C Ordinary Shares (less any C Ordinary Shares previously held by it which have been acquired by the A Ordinary Shareholder pursuant to an earlier exercise of the Put Option or the Call Option) by serving a Put Exercise Notice on the A Ordinary Shareholder at any time during the 2007 Series C Exercise Period; and/or

(c)any of its C Ordinary Shares (less any C Ordinary Shares previously held by it which have been acquired by the A Ordinary Shareholder pursuant to an earlier exercise of the Put Option or the Call Option) by serving a Put Exercise Notice on the A Ordinary Shareholder at any time during the 2008 Series C Exercise Period; and/or

(d)any of its C Ordinary Shares, if (but only if) there is a Change in Control, by serving a Put Exercise Notice on the A Ordinary Shareholder at any time during the Change in Control Window.

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13.PROCEDURE FOR EXERCISE OF PUT AND CALL OPTION

13.1An Exercise Notice shall constitute a legally binding contract between the relevant B Ordinary Shareholder or C Ordinary Shareholder and the A Ordinary Shareholder for the sale and purchase of the entire legal and beneficial interest in the number of shares specified in the Exercise Notice free from any claim, charge, lien or encumbrance, and with all rights attached thereto at the Completion Date (as defined in Article 13.9).

13.2Subject to Article 13.3 below, where the Option Price is to be the Fair Market Value, such Fair Market Value shall be the price per share as at the date of the most recent Valuation Report as being in the directors’ opinion the fair value of a share as between a willing seller and a willing buyer (with no discount to reflect the unquoted status of the shares) provided that the directors, in determining the fair value of such shares shall:

(a)determine the sum which a willing buyer would offer to a willing seller for the whole of the issued share capital of the Company;

(b)divide the resultant figure by the number of issued shares (assuming that all outstanding options or rights to acquire shares have been exercised in full (whether or not yet exercisable) and assuming that any shares in respect of which the Company has granted acquisition rights to employees or directors of the Company pursuant to any employees’ share scheme have been allotted and assuming that any Granted Securities in the Company have Vested);

(c)base their valuation on the latest Accounts of the Company and any projections or forecasts prepared by the directors, and for the avoidance of doubt the directors shall not base their valuation on any financial statements, projections or forecasts prepared by any other person which have not been first approved by a simple majority of the directors of the Company,

but so that there shall be no addition or subtracting of any premium or discount arising in relation to the size of the holding the subject of the relevant transfer, or in relation to any restrictions on the transferability of the shares arising only out of the provisions of the Articles and provided further that the directors shall take into account in relation to determining the appropriate figure for Article 13.2 above any bona fide offer from any third party to purchase the entire issued share capital the subject of an Exercise Notice.

13.3If (i) any B Ordinary Shareholder ceases to be an employee of a Group Company for whatever reason and (ii) the A Ordinary Shareholder elects to exercise the Call Option pursuant to Article 11.1(b) above, the Option Price shall be the Option Price of the shares referred to in the relevant Exercise Notice as at the date of the most recent Valuation Report, provided that if:

(a)the most recent Valuation Report was delivered to the parties on or before the date which is four months prior to the service of the Call Exercise Notice on the relevant B Ordinary Shareholder, the A Ordinary Shareholder shall arrange for the directors to prepare an updated Valuation Report and serve it on the parties and the Option Price as set out in such updated Valuation Report shall be the relevant Option Price for the purposes of this Article 13.3; or

(b)the Call Exercise Notice is exercised within four months of the service of the most recent Valuation Report on the relevant B Ordinary Shareholder and (ii) an event or circumstance has occurred since the most recent Valuation Report such that the Fair Market Value of the Shares as set out in the most recent Valuation Report does not correspond to the Fair Market Value of the Shares as at the date of service of the relevant Call Exercise Notice, the A Ordinary Shareholder or the holders of a

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majority of the B Ordinary Shares may arrange for the directors to prepare an updated Valuation Report and serve it on the parties and the Option Price as set out in such updated Valuation Report shall be the relevant Option Price for the purposes of this Article 13.3.

13.4The directors shall prepare the Valuation Report, which shall set out the Fair Market Value of the Shares as at the date of the Valuation Report and shall serve the Valuation Report on:

(a)the A Ordinary Shareholder and the B Ordinary Shareholders, on or about 20 March 2006, 20 March 2007, and 20 March 2008 respectively; and

(b)the A Ordinary Shareholder and the C Ordinary Shareholders on or shortly after 3 August 2006, 3 August 2007, and 3 August 2008 respectively.

13.5The Fair Market Value of the shares as set out in the Valuation Report shall be final and binding on the parties, save that if:

(a)the holders of a majority of the B Ordinary Shares (with respect to a Valuation Report relating to the B Ordinary Shares); or

(b)the holders of a majority of the C Ordinary Shares (with respect to a Valuation Report relating to the C Ordinary Shares),

but excluding for purposes of calculating the said majorities any B or C Ordinary Shares which have been previously acquired pursuant to the exercise of Put or Call Options, serve notice on the A Ordinary Shareholder that the Fair Market Value as set out in the relevant Valuation Report does not, in their opinion reflect the true Fair Market Value of the shares, either party may within 10 Business Days of the date of such notice refer the matter to the Arbitrator.

13.6Within 20 Business Days of referral of the matter to the Arbitrator pursuant to Article 13.5 above, each of the A Ordinary Shareholder and the relevant B Ordinary Shareholder or C Ordinary Shareholder shall submit to the Arbitrator its own determination of the Fair Market Value of the shares specified in the Exercise Notice, including an explanation of the basis of its valuation, the methodology applied and key assumptions used.  As soon as reasonably practicable thereafter, the Arbitrator will determine and notify the parties in writing which of the two parties’ valuation (the “Closer Valuation”) more closely reflects in the opinion of the Arbitrator the Fair Market Value of the shares specified in the Exercise Notice and the Closer Valuation shall be deemed to be Fair Market Value for the purposes of determining the Option Price for such shares.

13.7The decision of the Arbitrator shall, save in the case of manifest error, be final and binding on the A Ordinary Shareholder and the relevant B Ordinary Shareholder or C Ordinary Shareholder.  The costs incurred by the Arbitrator shall be borne by the party whose valuation is not adopted by the Arbitrator as reflecting the Fair Market Value of the shares specified in the Exercise Notice.

13.8The parties shall use all reasonable endeavours to appoint PwC as the Arbitrator within 14 days of the service of any notice pursuant to Articles 13.5 and 13.17 or such later date as the parties may agree.  If PwC shall not agree to accept such appointment, the Arbitrator shall be appointed by agreement between the parties or, if they do not so agree within 7 days of the service of such notice, the appointment shall be made by the President, for the time being, of the Institute of Chartered Accountants on the application of either party.

13.9Completion of the sale and purchase of the shares (or, in the case of the partial exercise of an Option, the number of the shares referred to in the relevant Exercise Notice) (“Completion”)

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shall take place at the offices of the Company on either (i) the date specified in the relevant Exercise Notice being no less than 10 and no more than 12 Business Days after service of the relevant Exercise Notice or (ii) in the event that the matter is referred to the Arbitrator in accordance with Article 13.6, the date being 10 Business Days after the date upon which the Arbitrator publishes its decision (the “Completion Date”).

13.10At Completion, the relevant B Ordinary Shareholder or C Ordinary Shareholder shall deliver or procure the delivery to the A Ordinary Shareholder of:

(a)a duly executed transfer or transfers in respect of the number of the shares referred to in the relevant Exercise Notice in favour of the A Ordinary Shareholder or such person(s) as the A Ordinary Shareholder may direct;

(b)the share certificate(s) representing the shares referred to in the relevant Exercise Notice (or an express indemnity in a form reasonably satisfactory to the A Ordinary Shareholder in the case of any share certificate(s) found to be missing); and

(c)such other documents as may be necessary to enable the A Ordinary Shareholder or its nominee(s) to obtain a good title to the shares referred to in the relevant Exercise Notice.

13.11Subject to compliance by the relevant B Ordinary Shareholder or C Ordinary Shareholder with its obligations set out in Article 13.10, on Completion the A Ordinary Shareholder will pay to the relevant B Ordinary Shareholder or C Ordinary Shareholder the Option Price.  The Option Price shall be satisfied in cash.

13.12Until the Completion Date, the relevant B Ordinary Shareholder or C Ordinary Shareholder shall be entitled to exercise all voting and other rights attached to the shares referred to in the relevant Exercise Notice and shall be entitled to receive and retain all dividends and other distributions in respect of the shares.

13.13If any of the events in Article 13.14 occurs, such adjustments (if any) shall be made as may be required to the number and/or description of the shares and/or to the Option Price so as to preserve as far as possible the equivalent economic value of the rights of the parties immediately prior to the relevant event having regard to any diluting or concentrating effect of the relevant event and the redesignation of, or replacement with any other securities of, the shares.

13.14The events referred to in Article 13.13 are the occurrence of any of the following in relation to the shares:

(a)a sub-division, consolidation or reclassification of the shares;

(b)a distribution (whether by way of bonus, capitalisation or similar issue or otherwise) by the Company to existing holders of the shares of (i) additional shares or (ii) other share capital or securities or (iii) securities, rights or warrants granting the right to a distribution of shares or to purchase, subscribe or receive shares or any other shares or securities or assets (other than the payment of a cash dividend);

(c)the reclassification of, or a change in, the shares (other than one referred to in Article 13.14(b));

(d)the consolidation, amalgamation or merger of the Company with or into another entity (other than a consolidation, amalgamation or merger following which the Company is the surviving entity and which does not result in any reclassification of, or change in, the shares); or

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(e)any event in respect of the shares analogous to any of the foregoing events or otherwise having a diluting or concentrating effect on the market value of the shares.

13.15Any adjustment made in accordance with Article 13.13 shall have effect from the date of the relevant event in Article 13.14.

13.16The nature of any adjustment required to be made in accordance with Article 13.13 shall be determined by the directors of the Company within 10 Business Days of the occurrence of any of the events referred to in Article 13.13 above, save that if the holders of a majority of the B Ordinary Shares serve notice on the A Ordinary Shareholder that the adjustment determined by the directors pursuant to this Article 13.16 does not, in their opinion reflect the true adjustment that is required, either party may within 10 Business Days of the date of such notice refer the matter to the Arbitrator.

13.17Articles 10 to 13 shall only be amended with the consent of the holders of a majority of each of the B Ordinary Shares and the C Ordinary Shares.

14.TAG ALONG RIGHTS

14.1If the effect of any transfer of shares by the A Ordinary Shareholder would, if completed, enable any person or persons acting in concert with each other to, directly or indirectly own shares of the Company carrying the right to 50% or more of the total number of votes which could be cast at a general meeting, the transferor shall procure the making by the proposed transferee (the “Offeror”) of an Offer to all of the B Ordinary Shareholders and all of the C Ordinary Shareholders.

14.2An Offer means an unconditional offer, open for acceptances for not less than 21 days, to purchase the B Ordinary Shares and the C Ordinary Shares held by the recipient of an Offer for a consideration (in cash or with a cash alternative) and on terms no less favourable than the most favourable terms provided by such person during the twelve months preceding and including the proposed date of such transfer in relation to shares of the Company.

14.3Every B Ordinary Shareholder and C Ordinary Shareholder on receipt of an Offer shall be bound within 21 days of the date of such Offer (which date shall be specified therein) either to accept or reject such offer in writing (and in default of so doing shall be deemed to have rejected the Offer) (the “Offer Period”)

14.4In the event that an Offer is made, then no member shall transfer shares to the Offeror unless, in relation to every acceptance received within the Offer Period from members, the Offeror executes all such documents, pays all such consideration and does all such other acts or things which are necessary to be done by the Offeror to transfer the shares of the accepting members to the Offeror in accordance with the terms of the Offer.

14.5In the event that, pursuant to an Offer being made in accordance with Article 14.1, the Offeror becomes the holder or has agreed to become the holder of shares conferring the right in aggregate to exercise 90% or more of the votes which could be cast at a general meeting, then if so requested by any member within 10 Business Days after the end of the Offer Period, the Offeror shall be bound to purchase from such member all (but not some only) of the Shares at a price per share equal to and on terms no less favourable than those on which the Offer must be made in accordance with Article 14.1.  The provisions of Article 14.1 shall apply mutatis mutandis to any transfer of shares in accordance with this Article 14.5.

14.6The provisions of this Article 14 shall not apply to any transfer of shares by the A Ordinary Shareholder to any of its holding companies (as defined in ss736 and 736A of the Companies Act 1985) or any of its subsidiaries (as defined in ss736 and 736A of the Companies Act 1985).

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15.DRAG ALONG RIGHTS

15.1If the A Ordinary Shareholder (the “Seller”) wishes to transfer shares in the Company representing in aggregate not less than 50% of the A Ordinary Shares of the Company (the “Majority Holding”) to any third party (the “Purchaser”), then the Seller shall procure (as far as it is able) that the Purchaser makes the same offer or offers to all the other shareholders of the Company for the same consideration per respective share as the consideration it is to receive from the Purchaser in respect of the transfer of the Majority Holding to the Purchaser (the “Drag Along Price”).

15.2The Seller shall give notice to the Company of:

(a)its intention to transfer the Majority Holding to the Purchaser;

(b)the Drag Along Price; and

(c)the requirement that all Shares issued at the time of such notice (other than the shares held by the Seller) are required to be transferred to the Purchaser for the Drag Along Price,

(the “Drag Along Notice”).

15.3Upon receipt of the Drag Along Notice, the Company shall procure that such notice is delivered promptly to each B Ordinary Shareholder and C Ordinary Shareholder.

15.4The giving of a Drag Along Notice by the Seller to the Company in accordance with Article 15.2 shall have the effect of obliging the holder from time to time of any B Ordinary Shares or C Ordinary Shares to sell to the Purchaser (or its nominee) the B Ordinary Shares or C Ordinary Shares for the Drag Along Price.

15.5Completion of the sale of the B Ordinary Shares and C Ordinary Shares shall take place on the date of completion of the transfer of the Majority Holding.

15.6The directors shall pay any purchase money received from the Purchaser with respect to the B Ordinary Shares or C Ordinary Shares into a separate bank account in the Company’s name and shall hold such money on trust (but without interest) for the owner of the B Ordinary Shares or C Ordinary Shares until he (if necessary) delivers up his certificate for the relevant B Ordinary Shares or C Ordinary Shares to the Company when he shall thereupon be paid the purchase money.

16.PRE-EMPTION TRANSFERS

16.1No member (or person entitled by transmission) shall transfer or dispose of or agree to transfer or dispose of or grant any interest or right in any B Ordinary Share or C Ordinary Share (hereinafter a “transferee”) without first offering the same for transfer to the A Ordinary Shareholder.  Such offer may be in respect of all or part only of the B Ordinary Shares or C Ordinary Shares held by the proposing transferor and shall be made by the proposing transferor by the giving in writing of a notice to the Company (a “Transfer Notice”).

16.2Each Transfer Notice shall specify the number and class of shares offered (the “Sale Shares”) and (unless the Transfer Notice is deemed given as provided by these Articles) the price per share at which the Sale Shares are offered (the “Specified Price”) and the identity(ies) of the proposed transferee(s) (if any) and it shall constitute the directors as the agent of the proposed transferor for the sale of the Sale Shares to the A Ordinary Shareholder.

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16.3Upon receipt by the Company of the Transfer Notice the directors shall forthwith give written notice to the A Ordinary Shareholder of the number and description of the Sale Shares and the Specified Price and the identity(ies) of the proposed transferee(s) (if any) inviting each of such holders to state by notice in writing to the Company within 60 days whether he is willing to purchase any of the Sale Shares and, if so, what maximum number of the Sale Shares (“Maximum”) he is willing to purchase, and shall also forthwith give a copy of such notice to the proposing transferor.

16.4Within 30 days of the expiration of the said period of 60 days the directors shall allocate to the A Ordinary Shareholder the Maximum, provided that if the Maximum stated in all notices served pursuant to Article 16.3 exceeds the aggregate number of Sale Shares, the number of shares to be allocated to each A Ordinary Shareholder shall be scaled down pro rata to the size of the Maximum set forth in the notice.

16.5Forthwith upon such allocation being made, the A Ordinary Shareholder shall be bound to pay to the Company (as agent for the proposing transferor) the total sale proceeds for the transfer of the number of shares allocated to the A Ordinary Shareholder pursuant to Article 16.4 at the price per share equal to the Specified Price (the “Proceeds”) and each A Ordinary Shareholder shall accept a transfer of such number of shares and the proposing transferor shall be bound forthwith upon payment of the Proceeds to deliver to the Company (as agent for the A Ordinary Shareholder) such documents as are required to transfer such shares to the A Ordinary Shareholder.

16.6If in any case the proposing transferor, after having become bound to transfer Sale Shares as aforesaid makes default in so doing the Company may receive the Proceeds and the directors may appoint some person to execute instruments of transfer of such Sale Shares in favour of the A Ordinary Shareholder and shall thereupon, subject to such transfers being properly stamped, cause the name of the A Ordinary Shareholder to be entered in the Register of Members as the holder of those Sale Shares allocated to him as aforesaid and shall hold the Proceeds in trust for the proposing transferor.  The issue of a receipt by the Company therefore shall be a good discharge to the A Ordinary Shareholder and after its name shall have been entered in the Register of Members in exercise of the aforesaid power the validity of the transactions shall not be questioned by any person.

16.7If, at the expiration of the period of 30 days referred to in Article 16.4 above, any of the Sale Shares have not been allocated in accordance with the provisions of Article 16.6, the proposing transferor may at any time within a period of 60 days after the expiration of the said period of 30 days referred to in Article 16.4 above transfer such unallocated Sale Shares to the proposed transferee(s) (if any) specified in the Transfer Notice, or to any other person at any price per Share not being less than the Specified Price provided that the Board may require to be satisfied on reasonable grounds that such unallocated Sale Shares are being transferred in pursuance of a bona fide sale for the consideration stated in the transfer without any deduction, rebate or allowance whatsoever to the transferee and if not so satisfied may refuse to register the instrument of transfer.

17.TRANSMISSION OF SHARES

17.1If a member dies the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest; but nothing herein contained shall release the estate of a deceased member from any liability in respect of any share which had been jointly held by him.

17.2A person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as the directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the

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transferee.  If the person so becoming entitled shall elect to become registered as the holder he shall give notice to the Company to that effect.  If he elects to have another person registered he shall execute an instrument of transfer of the share to that person.  All the Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member had not occurred.  The provisions of this Article shall apply to any person becoming entitled to a share in consequence of the merger or consolidation of any member being a corporation as they apply to any person becoming entitled to a share in consequence of the death or bankruptcy of a member.

17.3A person becoming entitled to a share in consequence of the death or bankruptcy of a member shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company.

18.ALTERATION OF SHARE CAPITAL

18.1The Company may by ordinary resolution:

(a)increase its share capital by new shares of such amount as the resolution prescribes;

(b)consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(c)subject to the provisions of the Act, sub-divide its shares, or any of them, into shares of smaller amount and the resolution may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage as compared with the others; and

(d)cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

18.2Whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the Company) and distribute the net proceeds of sale in due proportion among those members, and the directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser.  The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

18.3Subject to the provisions of the Act, the Company may by special resolution reduce its share capital, any capital redemption reserve and any share premium account in any way.

19.PURCHASE OF OWN SHARES

Subject to the provisions of the Act, the Company may purchase its own shares (including any redeemable shares) and, if it is a private company, make a payment in respect of the redemption or purchase of its own shares otherwise than out of distributable profits of the Company or the proceeds of a fresh issue of shares.

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20.GENERAL MEETINGS

20.1All general meetings other than annual general meetings shall be called extraordinary general meetings.

20.2The directors may call general meetings and, on the requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of a requisition.  If there are not within the United Kingdom sufficient directors to call a general meeting, any director or any member of the Company may call a general meeting.

21.NOTICE OF GENERAL MEETINGS

21.1An annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty-one clear days’ notice.  All other extraordinary general meetings shall be called by at least fourteen clear days’ notice but a general meeting may be called by shorter notice if it is so agreed:

(a)in the case of an annual general meeting, by all the members entitled to attend and vote thereat; and

(b)in the case of any other meeting, by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety-five per cent in nominal value of the shares giving that right or such other majority as has been decided on by elective resolution of the members under the Act.

21.2The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.

21.3Subject to the provisions of these Articles and to any restrictions imposed on any shares, the notice shall be given to all members to all persons entitled to a share in consequence of the death or bankruptcy of a member and to the auditors.

21.4The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

21.5Where for any purpose an ordinary resolution of the Company is required, a special or extraordinary resolution shall also be effective.  Where for any purpose an extraordinary resolution is required, a special resolution shall also be effective.

22.PROCEEDINGS AT GENERAL MEETINGS

22.1No business shall be transacted at any meeting unless a quorum is present.  One A Ordinary Shareholder entitled to vote upon the business to be transacted, being a member or a proxy for a member or a duly authorised representative of a corporation, shall be a quorum.

22.2If such a quorum is not present within half an hour from the time appointed for the meeting, or if during the meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the directors may determine.

22.3The chairman, if any, of the board of directors or in his absence some other director nominated by the directors shall preside as chairman of the meeting, but if neither the chairman nor such other director (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the directors present shall elect one of

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their number to be chairman and, if there is only one director present and willing to act, he shall be chairman.

22.4If no director is willing to act as chairman, or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.

22.5A director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company.

22.6The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.  Where a meeting is adjourned for fourteen days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted.  Otherwise it shall not be necessary to give any such notice.

22.7A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded by the chairman or any member present in person or by proxy or duly authorised representative and entitled to vote.

22.8Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

22.9The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

22.10A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll.  The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

22.11In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.

22.12A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.  A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs not being more than thirty days after the poll is demanded.  The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded.  If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

22.13No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded.  In any other case at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken.

22.14A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and

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may consist of several instruments in the like form each executed by or on behalf of one or more members.

23.VOTES OF MEMBERS

23.1Subject to any rights or restrictions attached to any shares, on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative, not being himself a member entitled to vote, shall have one vote and on a poll every member shall have one vote for every share of which he is the holder.

23.2In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and seniority shall be determined by the order in which the names of the holders stand in the register of members.

23.3A member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may, on a poll, vote by proxy.  Evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with the Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

23.4No member shall vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.

23.5No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid.  Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

23.6On a poll votes may be given either personally or by proxy.  A member may appoint more than one proxy to attend on the same occasion.  A member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses the same way.

23.7The appointment of a proxy shall be executed by or on behalf of the appointor and shall be in any form which is usual or which the directors may approve.

23.8The appointment of a proxy shall be deemed to include the right to demand, or join in demanding, a poll.  The appointment of a proxy shall also be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit.  The appointment of a proxy shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates.  Deposit of an appointment of a proxy shall not preclude a member from attending and voting at the meeting or at any adjournment thereof.

23.9The appointment of a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the directors may:

(a)in the case of an instrument in writing, be deposited at the Office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting not

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less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

(b)in the case of an appointment contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications:

(i)in the notice convening the meeting, or

(ii)in any instrument of proxy sent out by the Company in relation to the meeting, or

(iii)in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting,

be received at such address not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;

(c)in the case of a poll taken more than 48 hours after it is demanded, be deposited or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(d)where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director;

and an appointment of proxy which is not deposited, delivered or received in a manner so permitted shall be invalid.

23.10A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the Office or at such other place at which the instrument of proxy was duly deposited or, where the appointment of the proxy was contained in an electronic communication, at the address at which such appointment was duly received before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

24.NUMBER OF DIRECTORS

24.1Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be subject to any maximum but shall not be less than two.  A sole director may exercise all the powers and discretions expressed by the Articles to be vested in the directors generally.

25.ALTERNATE DIRECTORS

25.1Any director (other than an alternate director) may appoint any other director, or any other person approved by resolution of the directors and willing to act, to be an alternate director and may remove from office an alternate director so appointed by him.  Any appointment or removal of an alternate director shall be by notice to the Company signed by the director making or revoking the appointment or in any other manner approved by the directors.  The notice may be:

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(a)delivered personally to the secretary or to a director other than the director making or revoking the appointment; or

(b)sent by post in a prepaid envelope addressed to the Office or to another address designated by the directors for that purpose or by leaving it at the Office or such other address; or

(c)sent by electronic communication to an address designated by the directors for that purpose.

25.2The appointment or removal of an alternate director shall take effect when the notice is deemed delivered in accordance with Articles 25.1 or 25.3 (as the case may be) or on such later date (if any) specified in the notice.

25.3An alternate director shall be entitled to receive notice of all meetings of directors and of all meetings of committees of directors of which his appointor is a member, to attend and vote at any such meeting at which the director appointing him is not personally present, and generally to perform all the functions of his appointor as a director in his absence but shall not be entitled to receive any remuneration from the Company for his services as an alternate director.

(a)an alternate director shall cease to be an alternate director:

(b)if his appointor ceases to be a director; or

(c)if his appointor revokes his appointment pursuant to Article 28; or

(d)on the happening of any event which, if he were a director, would cause him to vacate his office as director; or

(e)if he resigns his office by notice to the Company.

25.4Save as otherwise provided in the Articles, an alternate director shall be deemed for all purposes to be a director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the director appointing him.

26.POWERS OF DIRECTORS

26.1Subject to the provisions of the Act, the memorandum and the Articles and to any directions given by special resolution, the business of the Company shall be managed by the directors who may exercise all the powers of the Company.  No alteration of the memorandum or Articles and no such direction shall invalidate any prior act of the directors which would have been valid if that alteration had not been made or that direction had not been given.  The powers given by this Article 26 shall not be limited by any special power given to the directors by the Articles and a meeting of directors at which a quorum is present may exercise all powers exercisable by the directors.

26.2The directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.

26.3The directors may exercise the voting power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as they think fit (including without limitation the exercise of that power in favour of any resolution appointing its members or any of them directors of such body corporate, or voting or providing for the payment of remuneration to the directors of such body corporate).

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27.DELEGATION OF DIRECTORS’ POWERS

27.1The directors may delegate any of their powers to any committee consisting of one or more directors.  The directors may also delegate to any managing director or any director holding any other executive office such of their powers as the directors consider desirable to be exercised by him.  Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate all or any of the powers delegated to one or more directors (whether or not acting as a committee) or to any employee or agent of the company.  Any such delegation may be made subject to such conditions as the directors may specify, and may be revoked or altered.  Subject to any conditions imposed by the directors, the proceedings of a committee with two or more members shall be governed by the Articles regulating the proceedings of directors so far as they are capable of applying.

27.2The directors may appoint any person to any office or employment having a designation or title including the word “director” and/or may attach such a designation or title to any existing office or employment with the Company and may terminate any such appointment or the use of any such designation or title.  The inclusion of the word “director” in the designation or title of any such office or employment shall in no way imply that the holder is a director of the Company, and the holder shall not thereby be empowered in any respect to act as, or be deemed to be, a director of the Company for any of the purposes of the Articles.

28.APPOINTMENT AND REMOVAL OF DIRECTORS

28.1Without prejudice to the powers of the Company under section 303 of the Act to remove a director by ordinary resolution, the holder or holders for the time being of more than one half in nominal value of the shares giving the right to attend and vote at a general meeting of the Company may at any time and from time to time appoint any person who is willing to act to be a director, either to fill a vacancy or as an additional director, and may remove any director from office.  Any appointment or removal of a director under this Article 28 shall be by notice to the Company signed by or on behalf of the appointor or appointors (which may consist of several documents in the like form each signed by or on behalf of one or more appointors).  The notice may be:

(a)delivered personally to the secretary or to a director other than the director being appointed or removed; or

(b)sent by post in a prepaid envelope addressed to the Office or to another address designated by the directors for that purpose or by leaving it at the Office or such other address; or

(c)sent by electronic communication to an address designated by the directors for that purpose.

The appointment or removal shall take effect when the notice is deemed delivered in accordance with Article 25.1 or Article 25.3 (as the case may be) or on such later date (if any) specified in the notice.

28.2The directors shall also have the power to appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing directors, subject to any maximum for the time being in force.

29.DISQUALIFICATION OF DIRECTORS

29.1The office of a director shall be vacated if:

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(a)he ceases to be a director by virtue of any provision of the Act or he becomes prohibited by law from being a director; or

(b)he becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c)he is, or may be, suffering from mental disorder and either:

(i)he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983, or in Scotland, an application for admission under the Mental Health (Scotland) Act 1984; or

(ii)an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs;

(d)he resigns his office by notice to the Company; or

(e)he shall for more than six consecutive months have been absent without permission of the directors from meetings of the directors held during that period and the directors resolve that his office be vacated; or

(f)he is convicted of a criminal offence involving fraud or dishonesty and the directors resolve that he shall for that reason cease to be a director; or

(g)he is removed as a director in accordance with the provisions of Article 28; or

(h)he is requested to resign in writing by all of the other directors.  In calculating the number of directors who are required to make such a request to the director:

(i)an alternate director appointed by him acting in his capacity as such shall be excluded; and

(ii)a director and any alternate director appointed by him and acting in his capacity as such shall constitute a single director for this purpose, so that the signature of either shall be sufficient.

30.REMUNERATION OF DIRECTORS

The directors shall be entitled to such remuneration as the Company may by ordinary resolution determine and, unless the resolution provides otherwise, the remuneration shall be deemed to accrue from day to day.

31.DIRECTORS’ EXPENSES

The directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of directors or committees of directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

32.DIRECTORS’ APPOINTMENTS AND INTERESTS

32.1Subject to the provisions of the Act the directors may appoint one or more of their number to the office of managing director or to any other executive office under the Company and may enter into an agreement or arrangement with any director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties

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of a director.  Any such appointment, agreement or arrangement may be made upon such terms as the directors determine and they may remunerate any such director for his services as they think fit.  Any appointment of a director to an executive office shall terminate if he ceases to be a director but without prejudice to any claim to damages for breach of the contract of service between the director and the Company.

32.2Subject to the provisions of the Act, and provided that he has disclosed to the directors the nature and extent of any material interest of his a director notwithstanding his office:

(a)may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;

(b)may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and

(c)shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

32.3For the purposes of Article 32.2:

(a)a general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified; and

(b)an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

33.DIRECTORS’ BENEFITS, PENSIONS AND INSURANCE

33.1The directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

33.2Without prejudice to the provisions of Article 44, the directors may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was:

(a)a director, other officer, employee or auditor of the Company, or any body which is or was the holding company or subsidiary undertaking of the Company, or in which the Company or such holding company or subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated; or

(b)a trustee of any pension fund in which employees of the company or any other body referred to in Article 33.2 is or has been interested,

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including without limitation insurance against any liability incurred by such person in respect of any act or omission in the actual or purported execution or discharge of his duties or in the exercise or purported exercise of his powers or otherwise in relation to his duties, powers or offices in relation to the relevant body or fund.

33.3Without prejudice to the generality of Article 33.1, no director or former director shall be accountable to the Company or the members for any benefit provided pursuant to Articles 33.1 or 33.2.  The receipt of any such benefit shall not disqualify any person from being or becoming a director of the Company.

33.4Pursuant to section 719 of the Act, the directors are hereby authorised to make such provision as may seem appropriate for the benefit of any persons employed or formerly employed by the Company or any of its subsidiary undertakings in connection with the cessation or the transfer of the whole or part of the undertaking of the Company or any subsidiary undertaking.  Any such provision shall be made by a resolution of the directors in accordance with section 719.

34.PROCEEDINGS OF DIRECTORS

34.1Subject to the provisions of the Articles, the directors may regulate their proceedings as they think fit.  A director may, and the secretary at the request of a director shall, call a meeting of the directors.  Notice of a meeting of the directors shall be deemed to be properly given to a director if it is given to him personally or by word of mouth or sent in writing or by electronic communication to him at his last known address or any other address given by him to the Company for this purpose.  A director absent or intending to be absent from the United Kingdom may request that notices of directors’ meetings shall during his absence be sent in writing or by electronic communication to him at an address given by him to the Company for this purpose, but such notices need not be given any earlier than notices given to directors not so absent and, if no such request is made to the directors, any director may waive notice of a meeting and any such waiver may be retrospective.

34.2Questions arising at a meeting shall be decided by a majority of votes.  In the case of an equality of votes, the chairman shall be entitled to a casting vote in addition to any other vote he may have.  A director who is also an alternate director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.

34.3The quorum for the transaction of the business of the directors may be fixed by the directors and unless so fixed at any other number shall be two, except when there is only one director.  If there is only one director, he may exercise all the powers and discretions conferred on directors by the Articles.  A person who holds office only as an alternate director shall, if his appointor is not present, be counted in the quorum.

34.4The directors may appoint one of their number to be the chairman of the board of directors and may at any time remove him from that office.  Unless he is unwilling to do so, the director so appointed shall preside at every meeting of directors at which he is present.  But if there is no director holding that office, or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.

34.5All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.

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34.6A resolution in writing signed by all the directors entitled to receive notice of a meeting of directors or of a committee of directors shall be as valid and effectual as if it had been passed at a meeting of directors or (as the case may be) a committee of directors duly convened and held and may consist of several documents in the like form each signed by one or more directors; but a resolution signed by an alternate director need not also be signed by his appointor and, if it is signed by a director who has appointed an alternate director, it need not be signed by the alternate director in that capacity.

34.7The contemporaneous connection of a number of the directors not less than the quorum, regardless of physical location, by any means of electronic communication, shall be deemed to constitute a properly held meeting of the directors so long as the following conditions are met:

(a)throughout the meeting each of the directors taking part must be able to:

(i)hear each of the other directors taking part; and

(ii)subject as mentioned below, send and receive communications simultaneously to and from all of the other directors taking part;

34.8at the beginning and at the conclusion of the meeting the chairman shall ask all of those who have been a party to the proceedings to acknowledge their presence and to confirm that they have attended throughout the meeting.  Such a meeting shall be deemed to take place where it is convened to be held or (if no director is present in that place) where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting is.  The word “meeting” in the Articles shall be construed accordingly.

The meeting shall have been validly conducted notwithstanding that a director may have been accidentally disconnected during the meeting, so long as a quorum of directors were connected at all times.  A minute of the proceedings shall be sufficient evidence of the observance of the necessary formalities if certified by a director who was party to them.

34.9Subject to such disclosure as is required by the Act and the Articles, a director shall be entitled to vote at any meeting of directors or of a committee of directors on, and be counted in the quorum present at a meeting in relation to, any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Company.

35.SECRETARY

35.1Subject to the provisions of the Act, the secretary shall be appointed by the holder or holders for the time being of more than one half in nominal value of the shares giving the right to attend and vote at a general meeting of the Company or the directors for such term, at such remuneration and upon such conditions as they may think fit and any secretary so appointed may be removed by such appointor(s).  Any appointment or removal of a secretary under this Article 35 shall be by notice to the Company signed by or on behalf of the appointor or appointors (which may consist of several documents in the like form each signed by or on behalf of one or more appointors).

35.2Two or more joint secretaries, each of whom shall have full authority to act alone and independently of each other, may be appointed pursuant to the provisions of Article 35.1.

36.MINUTES

36.1The directors shall cause minutes to be made in books kept for the purpose:

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(a)of all appointments of officers made by the directors; and

(b)of all proceedings at meetings of the Company, of the holders of any class of shares in the Company, and of the directors, and of committees of directors, including the names of the directors present at each such meeting.

37.THE SEAL, EXECUTION OF DEEDS

37.1If the Company has a Seal, it shall only be used by the authority of a resolution of the directors, or a committee of directors authorised by the directors.  The directors (or the committee of directors, as the case may be) shall determine who may sign any instrument to which the Seal is affixed and unless otherwise so determined it shall be signed by a director and by the secretary or by at least two directors.  Any document may be executed under the Seal by impressing the Seal by mechanical means or by printing the Seal or a facsimile of it on the document or by applying the Seal or a facsimile of it by any other means to the document.

37.2A document signed, with the authority of a resolution of the directors, by a director and the secretary or by two directors and expressed (in whatever form of words) to be executed by the Company has the same effect as if executed under the Seal.  For the purpose of the preceding sentence only, “secretary” shall have the same meaning as in the Act and not the meaning given to it by Article 2.

37.3The Company may exercise the powers conferred by section 39 of the Act with regard to having an official seal for use abroad.

38.RECORD DATES

38.1Notwithstanding any other provision of the Articles, the Company or the directors may fix any date as the record date for any dividend, distribution, allotment or issue, which may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made.

39.DIVIDENDS

39.1Subject to the provisions of the Act, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the directors.

39.2Subject to the provisions of the Act the directors may pay interim dividends in accordance with the respective rights of the members if it appears to them that they are justified by the profits of the Company available for distribution.  Such interim dividends may be paid in cash or wholly or partly by the distribution of assets.  If the share capital is divided into different classes, the directors may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear.  The directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.  Provided the directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

39.3Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid.  All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares

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during any portion or portions of the period in respect of which the dividend is paid; but, if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.

39.4A general meeting declaring a dividend may, upon the recommendation of the directors, direct that it shall be satisfied wholly or partly by the distribution of assets.

39.5Where any difficulty arises in regard to the distribution of assets pursuant to the payment or declaration of any dividend, the directors may settle the same and in particular may issue fractional certificates and fix the value for distribution of any assets and may determine that cash shall be paid to any member upon the footing of the value so fixed in order to adjust the rights of members and may vest any assets in trustees.

39.6Any dividend or other moneys payable in respect of a share may be paid by cheque sent by post to the registered address of the person entitled or, if two or more persons are the holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the holder, to the registered address of that one of those persons who is first named in the register of members or to such person and to such address as the person or persons entitled may in writing direct.  Every cheque shall be made payable to the order of the person or persons entitled or to such other person as the person or persons entitled may in writing direct and payment of the cheque shall be a good discharge to the Company.  Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.

39.7No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.

39.8Any dividend which has remained unclaimed for twelve years from the date when it became due for payment shall, if the directors so resolve, be forfeited and cease to remain owing by the Company.

40.ACCOUNTS

40.1No member shall (as such) have any right of inspecting any accounting records or other book or document of the Company except as conferred by statute or authorised by the directors or by ordinary resolution of the Company.

41.CAPITALISATION OF PROFITS

The directors may with the authority of an ordinary resolution of the Company:

(a)subject as hereinafter provided, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s share premium account or capital redemption reserve;

(b)appropriate the sum resolved to be capitalised to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members, or as they may direct, in those proportions, or partly in one way and partly in the other; but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this Article 41(b), only be applied in paying up unissued shares to be allotted to members credited as fully paid;

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(c)make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this Article 41.1in fractions; and

(d)authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation, any agreement made under such authority being binding on all such members.

42.NOTICES

42.1Any notice to be given to or by any person pursuant to the Articles (other than a notice calling a meeting of the directors or a committee of the directors) shall be in writing or shall be given using electronic communications to an address for the time being notified for that purpose to the person giving the notice.  The Company may give any notice to a member:

(a)personally; or

(b)by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address; or

(c)by giving it using an electronic communication to an address for the time being notified to the company by the member.

In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the register of members in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders.

42.2A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

42.3Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register of members, has been duly given to a person from whom he derives his title.

42.4Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.  Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.  A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted or, in the case of a notice contained in an electronic communication, at the expiration of 48 hours after the time it was sent.

42.5A notice may be given by the company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, in any manner authorised by the Articles for the giving of notice to a member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description at the address, if any, within the United Kingdom supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

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43.WINDING UP

43.1If the Company is wound up, the liquidator may, with the sanction of an extraordinary resolution of the Company and any other sanction required by the Act, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he with the like sanction determines, but no member shall be compelled to accept any assets upon which there is a liability.

44.INDEMNITY

44.1Subject to the provisions of the Act but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.

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EX-99.1

Exhibit 99.1

U.S. Internet Travel Company Priceline.com

Acquires Bookings B.V. Online Hotel Reservation Service

NORWALK, Conn., CAMBRIDGE, UK, and AMSTERDAM, The Netherlands, 14 July 2005 . . . Priceline.com® (Nasdaq: PCLN) announced today that it has acquired Amsterdam-based Bookings B.V., one of Europe’s leading Internet hotel reservation services, in a cash transaction valued at approximately €110 million, or US$133 million.  The deal follows priceline.com’s recent acquisition of Cambridge-based Active Hotels in September 2004.

In total, Bookings B.V. and Active Hotels have negotiated exclusive rates with almost 18,000 properties, which the companies believe is more than any other European Internet hotel reservation service.  Priceline.com said it intends to retain Bookings’ current management team, which will continue to manage Bookings as part of the Priceline.com Europe portfolio.  Priceline.com also said that Bookings’ six top executives reinvested a portion of the acquisition proceeds back into the Bookings business.

Bookings works with a range of chain- and independently owned hotels across Europe and in major cities around the world.  Established in 1996, the company has approximately 130 full-time employees and offices in Amsterdam, Barcelona, Berlin, Paris and Pisa.  Bookings’ customer service team offers its services in Dutch, English, French, German, Italian, Japanese, Spanish and Portuguese.

“Bookings’ management and employee teams have built a rapidly growing business in continental Europe, with a geographic reach and supplier- and customer-friendly model that we believe nicely complements Active Hotel’s business,” said priceline.com President and Chief Executive Officer Jeffery H. Boyd.  “Bookings CEO Stef Norden will work with Andrew Phillipps, CEO of Priceline Europe, to help secure their market leadership and provide great value for all priceline.com customers, including consumers, hotels and our partner web sites.”

Features of the combined Active/Bookings operations include:

•Publishing over 8,000 guest reviews every week to help consumers choose the best hotel for them.  Unlike many sites, reviews are provided only by guests who have stayed at the hotels.

•30 full time staffers focused on negotiating the best rates for guests booking the 18,000 hotels available through Priceline.com’s European operations.

(more)

Stef Norden, CEO of Bookings, commented on the acquisition, “This deal will benefit our customers, suppliers and distribution partners, and our employees.  We believe that the additional demand from working with priceline.com and Active Hotels will enable us to provide extra business for our suppliers; and distribution partners and customers will benefit from access to additional hotel supply.  In the context of a larger European business, there should also be additional opportunities for our staff.”

Bookings’ gross travel bookings for the 12 months ended June 30, 2005 are expected to be approximately US$225 million, up approximately 110% year-over-year.  Bookings’ revenues for the 12 months ended June 30, 2005 are expected to be approximately US$25 million, up approximately 100% year over year.  Gross bookings refer to the total dollar value, inclusive of taxes and fees, of all hotel room nights purchased by consumers, based on current foreign exchange rates.  Priceline.com said that it expected the acquisition to be accretive to its earnings (before non-cash amortization expense associated with the acquisition) for the 2^nd half of 2005 and for calendar year 2006.

About priceline.com

Priceline.com is a travel service that offers leisure airline tickets, hotel rooms, rental cars, vacation packages and cruises.  Priceline.com recently expanded its services so customers now have a choice: they can pick from a broad selection of published flights, hotels, rental cars and packages at published prices or, for deeper savings, they can use priceline.com’s Name Your Own Price service for their travel needs.  Priceline.com also has a personal finance service that offers home mortgages, refinancing and home equity loans through an independent licensee.

Priceline.com operates one of Europe’s fastest growing hotel reservation services through Activehotels.com, Activereservations.com, Bookings.net and priceline.co.uk.  The company also operates the following travel sites:  Travelweb.com, Lowestfare.com, Rentalcars.com and Breezenet.com.  Priceline.com licenses its business model to independent licensees, including priceline mortgage and certain international licensees.

###

Press information:   Brian Ek  203-299-8167  (brian.ek@priceline.com)

Information About Forward-Looking Statements

This press release may contain forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements. Expressions of future goals and similar expressions including, without limitation, “believe(s),” “intend,” “expect(s),” “will,” “may,” “should,” “could,”

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“plan(s),” “anticipate(s),” “estimate(s),” “predict(s),” “potential,” “target(s),” or “continue,” reflecting something other than historical fact are intended to identify forward-looking statements. The following factors, among others, could cause the Company’s actual results to differ materially from those described in the forward-looking statements:

•  adverse changes in general market conditions for leisure and  other travel services as the result of, among other things, terrorist attacks;

•adverse changes in the Company’s relationships with airlines and other product and service  providers which could include, without limitation, the withdrawal of suppliers from the priceline.com system (either priceline.com’s retail or “opaque” services, or both):

•the loss or reduction of global distribution fees;

•  the bankruptcy or insolvency of another major domestic airline;

•  the effects of increased competition, including, without limitation, adverse effects from the continued consolidation of on-line travel intermediaries;

•  systems-related failures and/or security breaches;

•  difficulties integrating recent acquisitions, including, without limitation, the acquisitions of Active Hotels, Travelweb and Bookings B.V.;

•final adjustments made in closing the 2^nd quarter 2005;

•  legal and regulatory risks; and

•  ; the ability to attract and retain qualified personnel.

For a detailed discussion of these and other factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s most recent Form 10-Q, Form 10-K and Form 8-K filings with the Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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EX-99.2

Exhibit 99.2

Priceline.com Updates 2005 Guidance

NORWALK, Conn., July 14, 2005 . . . Priceline.com® (Nasdaq: PCLN) today updated its financial guidance for the 2^nd quarter 2005, which ended on June 30, 2005, and increased its guidance for the 2^nd half 2005 to reflect its acquisition of Bookings B.V., which also was announced and consummated today.

For the 2^nd quarter, priceline.com said that it expects gross travel bookings to be in the range of $566 million to $570 million.  Gross travel bookings refer to the total dollar value, inclusive of all taxes and fees, of all travel services purchased by consumers.  Second quarter revenue and pro forma gross profit are expected to be approximately $265 million to $270 million and $65 million to $67 million, respectively.  Pro forma net income per diluted share in the 2^nd quarter is expected to be between $0.36 and $0.40 per diluted share.  When it announced its 1^st quarter financial results on May 9, 2005, priceline.com gave pro forma net income per diluted share guidance for the 2^nd quarter of between $0.34 and $0.40 per diluted share.  The section below entitled “Non-GAAP Financial Measures” provides a definition and information about the use of pro forma financial information used in this press release.

Priceline.com issued guidance for the full-year 2005 to reflect the acquisition by priceline.com of the European online travel company Bookings B.V., which was announced and consummated today.  Priceline.com said it now expects pro forma net income per diluted share for full-year 2005 to be in the range of $1.20 to $1.28 per diluted share.  Previously, priceline.com stated that it was comfortable with First Call analyst consensus estimates of pro forma net income of $1.21 per diluted share for full-year 2005.

Pro forma gross profit and pro forma net income per diluted share estimates for the 2^nd quarter 2005 exclude the after-tax effects of non-cash amortization expense of acquisition-related intangibles (primarily associated with the acquisition of Travelweb and Active Hotels), stock-based compensation expense and option payroll tax expense, which, when aggregated, are expected to total approximately $4.5 million.  In addition, pro forma net income per diluted share estimates for the 2^nd quarter 2005 exclude the anticipated impact of EITF 04-08 (“Effect of Contingently Convertible Debt on Diluted Earnings per Share”), which was effective as of December 15, 2004 and which revises the method for calculating diluted shares outstanding for purposes of computing GAAP net income per diluted share.

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Priceline.com said it will give more details on the 2^nd quarter and on its 3^rd quarter forecast when it reports 2^nd quarter 2005 financial results.  Priceline.com at this time is unable to forecast the combined company’s full-year GAAP-basis net income without unreasonable effort and is still evaluating how the acquisition will affect the company’s non-cash amortization expense of intangibles acquired in the acquisition of Bookings B.V.  This calculation is expected to be completed by the time of the announcement of priceline.com’s 2^nd quarter financial results at which time priceline.com will provide GAAP-basis net income guidance.

About priceline.com

Priceline.com is a travel service that offers leisure airline tickets, hotel rooms, rental cars, vacation packages and cruises.  Priceline.com recently expanded its services so customers now have a choice: they can pick from a broad selection of published flights, hotels, rental cars and packages at published prices or, for deeper savings, they can use priceline.com’s Name Your Own Price service for their travel needs.  Priceline.com also has a personal finance service that offers home mortgages, refinancing and home equity loans through an independent licensee.

Priceline.com operates one of Europe’s fastest growing hotel reservation services through Activehotels.com, Activereservations.com, Bookings.net and priceline.co.uk.  The company also operates the following travel sites:  Travelweb.com, Lowestfare.com, Rentalcars.com and Breezenet.com.  Priceline.com licenses its business model to independent licensees, including priceline mortgage and certain international licensees.

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Press information:   Brian Ek  203-299-8167  (brian.ek@priceline.com)

Information About Forward-Looking Statements

This press release may contain forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements. Expressions of future goals and similar expressions including, without limitation, “believe(s),” “intend,” “expect(s),” “will,” “may,” “should,” “could,” “plan(s),” “anticipate(s),” “estimate(s),” “predict(s),” “potential,” “target(s),” or “continue,” reflecting something other than historical fact are intended to identify forward-looking statements. The following factors, among others, could cause the Company’s actual results to differ materially from those described in the forward-looking statements:

•  adverse changes in general market conditions for leisure and  other travel services as the result of, among other things, terrorist attacks;

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•  adverse changes in the Company’s relationships with airlines and other product and service  providers which could include, without limitation, the withdrawal of suppliers from the priceline.com system (either priceline.com’s retail or “opaque” services, or both):

• ;  the loss or reduction of global distribution fees;

•  the bankruptcy or insolvency of another major domestic airline;

•  the effects of increased competition, including, without limitation, adverse effects from the continued consolidation of on-line travel intermediaries;

•  systems-related failures and/or secu rity breaches;

•  difficulties integrating recent acquisitions, including, without limitation, the acquisitions of Active Hotels, Travelweb and Bookings B.V.;

•  final adjustments made in closing the 2^nd quarter 2005;

•  legal and regulatory risks; and

•  the ability to attract and retain qualified personnel.

For a detailed discussion of these and other factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s most recent Form 10-Q, Form 10-K and Form 8-K filings with the Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

Pro forma gross profit excludes the after-tax effects of non-cash amortization expense of acquisition-related intangibles.  Pro forma net income excludes the after tax effects of non-cash amortization expense of acquisition-related intangibles, stock-based compensation expense, option payroll tax expense and, when applicable, the payment of non-cash preferred stock dividends.  In addition, pro forma net income per share excludes the accounting impact of EITF 04-08 (“Effect of Contingently Convertible Debt on Diluted Earnings per Share”), which was effective as of December 15, 2004 and revises the method for calculating diluted shares outstanding for purposes of computing GAAP net income per share.

Pro forma gross profit, pro forma net income and pro forma net income per share are “non-GAAP financial measures,” as such term is defined by the Securities and Exchange Commission, and may differ from non-GAAP financial measures used by other companies. Priceline.com believes that pro forma gross profit, pro forma net income and pro forma net income per share that exclude the after-tax effects of non-cash amortization expense of acquisition-related intangibles are useful for investors to evaluate priceline.com’s future on-going performance because they enable a more meaningful comparison of priceline.com’s projected cash earnings and performance with its historical results from prior periods.  Stock based compensation expense and the non-cash expense associated with the payment of preferred stock dividends are excluded from pro forma net income and pro forma net income per share because they do not impact cash earnings and are reflected in earnings per share through increased share counts.  Option payroll tax expense often shows volatility unrelated to operating results since the expense is driven primarily by option exercise activity and the market price of priceline.com’s common stock. Finally, the accounting impact of

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EITF 04-08 (“Effect of Contingently Convertible Debt on Diluted Earnings per Share”), which requires that priceline.com use the “if-converted” method of accounting for convertible debt instruments when calculating earnings per share, has been excluded because the common stock that underly priceline.com’s 1% Convertible Senior Notes and priceline.com’s 2.25% Convertible Senior Notes are generally not issuable unless our common stock trades at prices of $44.00 per share and $45.54 per share, respectively.

The presentation of this financial information should not be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles in the United States.

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