EQUITY PURCHASE AGREEMENT

Exhibit 10.69

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT. CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EQUITY PURCHASE AGREEMENT

by and among

priceline.com Mauritius Co. Ltd,

priceline.com Incorporated

and

the Shareholders of Agoda Company, Ltd. and Members of AGIP LLC

November 6, 2007

[***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

TABLE OF CONTENTS

Page

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EQUITY PURCHASE AGREEMENT

This Equity Purchase Agreement (the “ Agreement ”) is made as of November 6, 2007, by and among priceline.com Mauritius Co. Ltd, a Mauritius corporation (“ Share Purchaser ”) and priceline.com Incorporated, a Delaware corporation (“ Priceline US ”) (Share Purchaser and Priceline US together, the “ Purchasers ”) and the shareholders of Agoda Company, Ltd., a Mauritius corporation (the “ Company ”) and membership interest holders of AGIP LLC, a Delaware limited liability company (“ AGIP ”) in each case as identified on Schedule A (together, the “ Sellers ”).

PREAMBLE

WHEREAS, as of the Closing Date (as defined below), certain of the Sellers are the only members in AGIP (together, the “ AGIP Sellers ”) and the Sellers are all of the shareholders in the Company (together, the “ Share Sellers ”).

WHEREAS, the Share Sellers desire to sell, and Share Purchaser desires to purchase, all of the issued and outstanding shares of the Company, including the Option Shares (as defined below) to be sold by the Option Holders (as defined below) (together, the “ Shares ”), and the AGIP Sellers desire to sell, and Priceline US desires to purchase, all of the membership interests in AGIP (the “ Membership Interests ”), in accordance with the provisions of this Agreement.

WHEREAS, RR (as defined below) desires to sell, and Share Purchaser desires to purchase, all rights, title and interest in the Parity Option (as defined below) and the Convertible Debt (as defined below) (the Parity Option, the Convertible Debt, the Shares and the Membership Interests being referred to herein collectively as the “ Equity Interests ”), in accordance with the provisions of this Agreement.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1
DEFINITIONS AND CONSTRUCTION

Section 1.1              Definitions .  For the purposes of this Agreement and the Ancillary Agreements:

“ AAP ” means Anacott Asia Pacific Co., Ltd., a Thai company.

“ Acquired Companies ” means, collectively, (a) the Agoda Companies; and (b) AGIP.

“ Affiliate ” means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the specified Person.  In addition to the foregoing, if the specified Person is an individual, the term “Affiliate” also includes (a) the individual’s spouse, (b) the members of the immediate family (including parents, siblings and children) of the individual or of the individual’s spouse and (c) any corporation, limited liability company, general or limited partnership, trust, association or other business or investment entity that directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with any of the foregoing individuals.  For purposes of this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

[***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

“ Agoda Companies ” means the Company, Agoda Singapore and Agoda Thailand.

“ Agoda Singapore ” means Agoda Company Pte. Ltd., a Singapore company.

“ Agoda Thailand ” means Agoda Services Co., Ltd., a Thai company.

“ Ancillary Agreements ” means, collectively, the Equity Transfer Documents, Option Share Transfer Documents, Seller Releases, Employment Agreements, Escrow Agreement, Option Cancellation Agreements, Convertible Debt Assignment and Transfer Documents, Parity Option Assignment and Transfer Documents; Restricted Stock Unit Agreements, Performance Share Unit Agreements and Employee IP Assignment and Release Agreements.

“ A.T. ” means A.T., Inc., a Delaware corporation.

“ Benefit Obligation ” means the Acquired Companies’ aggregate financial liability to provide all current, projected and contingent benefits to an employee or former employee of an Acquired Company, or his beneficiaries or dependents, as the case may be, under the terms of a Company Plan, regardless of whether an amount less than such aggregate financial liability is reflected on the employer’s financial statements under applicable tax or accounting rules.

“ Business ” means the business of the Acquired Companies.

[***] means [***].

“ Code ” means the  U.S. Internal Revenue Code of 1986, as amended.

“ Company Plan ” means each agreement, plan, program, fund, policy, contract or arrangement (whether written or unwritten) providing compensation, benefits, pension, retirement, superannuation, profit sharing, stock bonus, stock option, stock purchase, phantom or stock equivalent, bonus, thirteenth month, incentive, deferred compensation, hospitalization, medical, dental, vision, vacation, life insurance, death benefit, sick pay, disability, severance, termination indemnity, redundancy pay, educational assistance, holiday pay, housing assistance, moving expense reimbursement, fringe benefit or similar employee benefits (regardless of whether it is mandated under local law, voluntary, private, funded, unfunded, financed by the purchase of insurance, contributory or non-contributory) maintained or contributed to by any Acquired Company or Affiliate thereof (or that has been maintained or contributed to in the last six years by any Acquired Company or Affiliate thereof) for the benefit of any current or former director, officer, employee or consultant of any Acquired Company or Affiliate thereof, or with respect to which any Acquired Company or Affiliate thereof has or may have any Liability; provided that any governmental plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to the wages of an employee will not be considered a “Company Plan” for these purposes.

“ Contract ” means any contract, agreement, lease, license, warranty, guaranty, mortgage, note, bond, option, warrant or other binding commitment.

“ Convertible Debt ” means the debt owed by the Company to RR which, as of the Closing Date, is in the principal amount of [***], and which may be converted into shares of the Company pursuant to the Convertible Loan Agreement.

“ Convertible Loan Agreement ” means that certain Convertible Loan Agreement, dated July 1, 2002, between the Company (f/k/a Anacott Corp) and [***] (as amended).

[***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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“ Encumbrance ” means any charge, claim, mortgage, servitude, easement, right of way, community or other marital property interest, covenant, equitable interest, license, lease or other possessory interest, lien, option, pledge, security interest, preference, priority, right of first refusal, restriction (other than any restriction on transferability imposed by any applicable foreign, federal or state securities Laws) or other encumbrance of any kind or nature whatsoever (whether absolute or contingent).

“ Environmental Law ” means any Law relating to the environment, natural resources, Hazardous Material or occupational health and safety related to exposure to Hazardous Materials, including any Law pertaining to (a) the manufacture, treatment, storage, disposal, generation and transportation of Hazardous Material and (b) the release or threatened release into the environment of Hazardous Material, including emissions, discharges, injections, spills, escapes or dumping of Hazardous Material.

“ ERISA ” means the U.S. Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any other Person that, together with an Acquired Company, would be treated as a single employer under Section 414 of the Code, whether or not actually subject to the Code.

[***] means an amount equal to [***].

“ GAAP ” means generally accepted accounting principles for financial reporting pursuant to Mauritian International Financial Reporting Standards, as in effect as of the date of this Agreement.

“ Governmental Authority ” means any (a) federal, state, local, municipal, foreign or other government, (b) department, agency or instrumentality of a foreign or other government, including any state-owned or state controlled instrumentality of a foreign or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department or other entity and any court or other tribunal), or (d) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

“ Governmental Authorization ” means any approval, consent, ratification, waiver, license, permit, registration or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law.

“ Hazardous Material ” means any waste or other substance that is listed, defined, designated or classified as, or otherwise determined to be, hazardous, radioactive or toxic or a pollutant or a contaminant under any Environmental Law, including petroleum and all derivatives thereof and asbestos or asbestos-containing materials.

“ Indebtedness ” means, with respect to any Person, without duplication, the following: (a) all obligations of an Acquired Company for borrowed money; (b) all obligations of an Acquired Company evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of others for borrowed money secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property owned or acquired by an Acquired Company, whether or not the obligation secured thereby has been assumed; (d) all guarantees by an Acquired Company of obligations of others for borrowed money; and (e) all obligations, contingent or otherwise, of an Acquired Company as an account party in respect of letters of credit and letters of guaranty.

“ Intellectual Property ” means all of the following anywhere in the world and all legal rights, title or interest in the following arising under Law, whether or not filed, perfected, registered or recorded and whether now or later existing, filed, issued or acquired: (a) all patents and applications for patents,

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including any reissues, reexaminations, divisions, renewals, extensions, provisionals, continuations and continuations in part; (b) all copyrights, copyright registrations and copyright applications, including any renewals or extensions, copyrightable works and all other corresponding rights; (c) all mask works, mask work registrations and mask work applications, including any renewals or extensions, and all other corresponding rights; (d) all trade dress and trade names, logos, Internet addresses and domain names, trademarks and service marks and any registrations and applications therefor, including any intent to use applications, registrations on any supplemental registry (or the equivalent) and any renewals or extensions, all other indicia of commercial source or origin and all goodwill associated with any of the foregoing; (e) all inventions (whether patentable or unpatentable and whether or not reduced to practice), know how, technology, technical data, trade secrets, confidential business information, manufacturing and production processes and techniques, research and development information, financial, marketing and business data, pricing and cost information, business and marketing plans, advertising and promotional materials, customer, distributor, reseller and supplier lists and information, correspondence, records, and other documentation, and other proprietary information of every kind; (f) all computer software (including source and object code), firmware, development tools, algorithms, files, records, technical drawings and related documentation, data and manuals; (g) all databases and data collections; and (h) all copies and tangible embodiments of any of the foregoing (in whatever form or medium).

“ Interest ” means an interest rate of [***] (calculated based on the actual number of days elapsed in a year consisting of 365 days).

“ IP Assets ” means the Intellectual Property (including the IP License) transferred to AGIP by A.T. prior to the Closing Date under the IP Assignment Agreement by and between A.T. and AGIP dated November 5, 2007 and the Assignment and Assumption Agreement by and between A.T. and AGIP dated November 5, 2007 .

“ IP License ” means the Trademark and Domain Name License and Option Agreement, dated February 10, 2004 between AGIP and the Company, as amended.

“ IRS ” means the U.S. Internal Revenue Service and, to the extent relevant, the Department of Treasury.

“ Judgment ” means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority or arbitrator.

“ Knowledge ” means [***].

“ Law ” means any federal, state, local, municipal, foreign, international, multinational, or other constitution, law, statute, treaty, rule, regulation, ordinance or code.

“ Liability ” includes liabilities, debts or other obligations of any nature, whether known or unknown, absolute, accrued, contingent, liquidated, unliquidated or otherwise, due or to become due or otherwise, and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP.

“ LIBOR ” means the average interest rate major international banks charge each other for three-month deposits as published by the Wall Street Journal and any change in the three-month LIBOR will be applicable to the interest rate charge.

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“ Loss ” means any loss, Judgment, damage, fine, penalty, expense (including reasonable attorneys’ or other professional fees and expenses and court costs), Liability or other cost or expense, whether or not involving the claim of another Person.

“ Material Adverse Effect ” means any violation, circumstance, change or effect, either individually or in the aggregate with all other violations, circumstances, changes or effects, that has a material adverse effect on the business, assets, Liabilities, condition (financial or otherwise), operating results or operations of the Acquired Companies, taken as a whole, or the ability of the Sellers to perform their obligations under this Agreement [***].

“ Management Shareholders ” means the shareholders in the Company identified as management shareholders in Schedule A .

“ MK ” means Michael Kenny of [***].

“ Occupational Safety and Health Law ” means any Law designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (such as those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

“ Options ” means the vested options to purchase Class B Shares in the Company as set forth on Schedule B .

“ Option Shares ” means the Class B Shares in the Company that would be issued to the Option Holders upon exercise of their Options as set forth on Schedule B .

“ Option Holders ” means the holders of Options as set forth on Schedule B .

“ Parity Option ” means [***].

“ Parity Option Agreement ” means that certain Shareholders Agreement, dated July 1, 2002, between RR and MK (as amended).

“ Permitted Encumbrances ” means (a) statutory liens of carriers, warehousemen, mechanics, materialmen and other similar Persons incurred in the ordinary course of business for sums not yet due and payable and that do not impair the conduct of any Acquired Company’s business, and (b) statutory liens for Taxes not yet due and payable and for which adequate reserves have been recorded on the Balance Sheet, and (c) Encumbrances that are immaterial in character, amount and extent and which do not detract from the value or marketability of, or interfere with the present use of, the affected property.

“ Person ” means an individual or an entity, including a corporation, limited liability company, general or limited partnership, trust, association or other business or investment entity, or any Governmental Authority.

“ Proceeding ” means any action, arbitration, audit, examination, investigation, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

“ RR ” means Robert Rosenstein  [***].

[***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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“ Subsidiary ” means each of Agoda Singapore and Agoda Thailand.

“ Tax ” means (a) any federal, state, local, foreign and other tax, charge, fee, duty (including customs duty), levy or assessment, including any income, gross receipts, net proceeds, alternative or add-on minimum, corporation, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel, excess profits, profits, occupational, premium, interest equalization, windfall profits, severance, license, registration, payroll, environmental (including taxes under Section 59A of the Code), capital stock, capital duty, disability, estimated, gains, wealth, welfare, employee’s income withholding, other withholding, unemployment and social security or other tax of whatever kind (including any fee, assessment and other charges in the nature of or in lieu of any tax) that is imposed by any Governmental Authority, (b) any interest, fines, penalties or additions resulting from, attributable to, or incurred in connection with any items described in this paragraph or any related contest or dispute and (c) any items described in this paragraph that are attributable to another Person but that any Acquired Company is liable to pay by Law, by Contract or otherwise, whether or not disputed.

“ Tax Return ” means any report, return, estimated tax payment, form, declaration, claim for refund, or information return or statement related to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Section 1.2              Additional Defined Terms .  For purposes of this Agreement and the Ancillary Agreements, the following terms have the meanings specified in the indicated Section of this Agreement:

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Section 1.3              Construction .  Any reference in this Agreement to an “Article,” “Section,” “Exhibit” or “Schedule” refers to the corresponding Article, Section, Exhibit or Schedule of or to this Agreement, unless the context indicates otherwise.  The table of contents and the headings of Articles and Sections are provided for convenience only and are not intended to affect the construction or interpretation of this Agreement.  All words used in this Agreement should be construed to be of such gender or number as the circumstances require.  The term “including” means “including without limitation” and is intended by way of example and not limitation.  Any reference to a statute is deemed also to refer to any amendments or successor legislation, and all rules and regulations promulgated thereunder, as in effect at the relevant time.  Any reference to a Contract or other document as of a given date means the Contract or other document as amended, supplemented and modified from time to time through such date.

ARTICLE 2
THE TRANSACTION

Section 2.1              Purchase and Sale .  In accordance with the provisions of this Agreement, at the Closing, (i) the Share Sellers will sell, convey, assign, transfer and deliver to the Share Purchaser, and the Share Purchaser will purchase and acquire from the Share Sellers, all of the Shares, (ii) the AGIP Sellers will sell, convey, assign, transfer and deliver to Priceline US, and Priceline US will purchase and acquire from the AGIP Sellers, all of the Membership Interests and (iii) RR will sell, convey, assign, transfer and deliver to the Share Purchaser, and the Share Purchaser will purchase and acquire from RR, all rights, title and interest in the Parity Option and the Convertible Debt.

Section 2.2              Initial Purchase Price .  The purchase price for the Equity Interests (the “ Purchase Price ”) will consist of (a) an amount in cash equal to $15,074,692.50 (the “ Initial Purchase Price ”) and (b) the Earnout Amount, if any, to be calculated and paid by the Purchasers to the Earnout Participants in accordance with Schedule C .  The Initial Purchase Price is subject to adjustment in accordance with Section 2.4.  A portion of the Initial Purchase Price shall be used to fund the Escrow Fund and be payable in accordance with this Agreement and the Escrow Agreement, and the remainder shall be paid at Closing to each Seller and each Option Holder in accordance with Schedule A and Schedule B , respectively).

Section 2.3              Estimated Closing Balance Sheet .  Attached as Schedule H is an unaudited consolidated balance sheet of the Acquired Companies prepared on an estimated basis as of the close of business on the Closing Date (the “ Estimated Closing Balance Sheet ”).  The Estimated Closing Balance Sheet was prepared in accordance with GAAP in a manner consistent with the methods and practices used to prepare the Interim Balance Sheet.  The Estimated Closing Balance Sheet also includes a statement setting forth the Sellers’ good faith calculation of the [***] based on the Estimated Closing Balance Sheet.

Section 2.4              Post-Closing Adjustment .

(a)           Within [***] after the Closing Date, the Purchasers will prepare and deliver to the Seller Representative (with contemporaneous delivery to the Escrow Agent if either of the Purchasers claim that it is entitled to payment pursuant to
Section 2.4(f)) written notice (the “ Adjustment Notice ”) containing (i) an unaudited consolidated balance sheet of the Acquired Companies as of the close of business on the Closing Date (the “ Closing Balance Sheet ”), (ii) the Purchasers’ calculation of the
[***] based on the Closing Balance Sheet (the [***]) and (iii) the Purchasers’ calculation of the amount of any payments

[***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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required pursuant to Section 2.4(f) (the “ Adjustment Calculation ”).  The Closing Balance Sheet will be prepared in good faith in accordance with GAAP in a manner consistent with the methods and practices used to prepare the Interim Balance Sheet.  For the purpose of the Sellers’ review of the Adjustment Notice, the Company shall provide and the Purchasers shall allow the Company to provide the Sellers (y) access to all books and records of the Acquired Companies relevant to the Sellers for the purpose of this Section 2.4, during normal business hours and at the place where the same are normally kept, with full right to make copies thereof or take extracts therefrom and, further, (z) with such information as the Sellers and their accountant shall reasonably require.  The information so made available to the Sellers shall be subject to a duty of confidentiality except for disclosures necessary for resolving any disputed item or otherwise required by applicable Law or securities Laws, rules and regulations.

(b)           Within [***] after delivery of the Adjustment Notice, the Seller Representative will deliver to the Purchasers
(with contemporaneous delivery to the Escrow Agent if either of the Purchasers claim that it is entitled to payment pursuant to
 Section 2.4(f)) a written response in which the Seller Representative will either:

(i)            agree in writing with the Adjustment Calculation, in which case such calculation will be final and binding on the parties for purposes of Section 2.4(f); or

(ii)           dispute the Adjustment Calculation by delivering to the Purchasers a written notice (a “ Dispute Notice ”) setting forth in reasonable detail the basis for each such disputed item.

(c)            If the Seller Representative fails to take either of the foregoing actions within [***] after delivery of the Adjustment Notice, then the Sellers will be deemed to have irrevocably accepted the Adjustment Calculation, in which case, the Adjustment Calculation will be final and binding on the parties for purposes of Section 2.4(f).

(d)           If the Seller Representative timely delivers a Dispute Notice to the Purchasers (with contemporaneous delivery to the Escrow Agent if either of the Purchasers claim that it is entitled to payment pursuant to Section 2.4(f)), then the Purchasers and the Seller Representative will attempt in good faith, for a period of [***], to agree on the Adjustment Calculation for purposes of Section 2.4(f).  Any resolution by the Purchasers and the Seller Representative during such [***] period as to any disputed items will be final and binding on the parties for purposes of Section 2.4(f).  If the Purchasers and the Seller Representative do not resolve all disputed items by the end of [***] after the date of delivery of the Dispute Notice, then the Purchasers and the Seller Representative will submit the remaining items in dispute to PricewaterhouseCoopers LLP for resolution, or if that firm is unwilling or unable to serve, the Purchasers and the Seller Representative will engage another mutually agreeable independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchasers or the Acquired Companies (such selected independent accounting firm, the “ Independent Accounting Firm ”).  The Purchasers and the Seller Representative will instruct the Independent Accounting Firm to render its determination with respect to the items in dispute in a written report that specifies the conclusions of the Independent Accounting Firm as to each item in dispute and the resulting Adjustment Calculation.  The Purchasers and the Seller Representative will each use their commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within [***] after referral of the items to such firm or as soon thereafter as reasonably practicable.  The Independent Accounting Firm’s determination of the Adjustment Calculation as set forth in its report will be final and binding on the parties for purposes of Section 2.4(f).  [***]

(e)           For purposes of complying with this Section 2.4, the Purchasers and the Seller Representative will furnish to each other and to the Independent Accounting Firm such work papers and

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other documents and information relating to the disputed issues as the Independent Accounting Firm may request and are available to that party (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items and to discuss the items with the Independent Accounting Firm.  The Purchasers may require that the Independent Accounting Firm enter into a customary form of confidentiality agreement with respect to the work papers and other documents and information regarding the Acquired Companies provided to the Independent Accounting Firm pursuant to this Section 2.4.

(f)            If the [***] as finally determined pursuant to this Section 2.4 is [***], then the Sellers will pay to the Purchasers the amount of such difference in cash plus Interest thereon from the Closing Date through and including the date of such payment.  [***].  If the [***] as finally determined pursuant to this Section 2.4 is [***], then the Purchasers will have no obligation to pay any such difference to the Sellers.

(g)           Any payment to the Purchasers pursuant Section 2.4(f) will first be satisfied by payment from the Escrow Fund.  The Sellers will be jointly and severally liable for any amount by which any payment required under Section 2.4(f) exceeds the then balance of the Escrow Fund, together with Interest from the Closing Date through and including the date of such payment, which payment will be effected by wire transfer of immediately available funds from the Sellers to an account or accounts designated by the Purchasers.  Such payments will be made within five business days following the final determination of the [***] in accordance with this Section 2.4.

(h)           Any payment made pursuant to this Section 2.4 will be treated by the parties for all purposes as an adjustment to the Initial Purchase Price and will not be subject to offset for any reason.  The payment pursuant to Section 2.4(f) will be applied in proportion to the Initial Purchase Price to be received by each Seller as set forth on Schedule A and Schedule B .

Section 2.5              Closing .  The consummation of the transactions contemplated by this Agreement (the “ Closing ”) will take place at the offices of Bryan Cave LLP, 1290 Avenue of the Americas, New York, NY 10104, at 10:00 a.m., local time, on the date of this Agreement, or at such other time and place as the Purchasers and the Sellers may agree in writing.  The time and date upon which the Closing actually occurs is referred to in this Agreement as the “ Closing Date .”

Section 2.6              Closing Deliveries .

(a)           At the Closing, the Sellers will deliver or cause to be delivered to the Purchasers:

(i)            such executed instruments of transfer or other evidence sufficient to transfer all of the Equity Interests to Purchasers (together, the “ Equity Transfer Documents )”, including certificates representing the Shares and statutory share transfer forms (the “ Share Transfer Forms ”) in the form of Exhibit A executed by each Share Seller and all other documents necessary to register the Share Transfer Forms with the Mauritian Registrar General);

(ii)           with respect to the Option Shares: (A) notices of exercise of options, in a form reasonably acceptable to Share Purchaser, in which each Option Holder (i) exercises all of the vested options in Class B Shares of the Company held by him or her upon Closing, (ii) authorizes the Share Purchaser to pay the aggregate exercise price payable in respect of the exercise of Options to the Company from the portion of the Initial Purchase Price payable to the Option Holder therefor, (iii) authorizes the sale of the Option Shares to the Share Purchaser and instructs the Seller Representative to carry out all necessary actions to effect such sale and purchase, and (iv) authorizes the Share Purchaser to pay the net consideration from the sale of Option Shares to

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the Option Holders (having first deducted from the sale proceeds (1) the aggregate exercise price payable in respect of the exercise of the Options, plus (2) sufficient funds to satisfy any income tax liability and or any other tax or social security withholding required where appropriate and (3) the pro rata share of contributions to the Escrow Amount and the pro rata share of transaction fees and expenses associated with the exercise of the option and the sale of the Option Shares as set forth on Schedule B ); and (B) a Share Transfer Form, executed by each Option Holder (all such documents, collectively, the “ Option Share Transfer Documents ”);

(iii)          a release in the form of Exhibit B executed by each Seller (collectively, the “ Seller Releases ”);

(iv)          an employment agreement, substantially in the respective forms agreed between the parties, as applicable, executed by Agoda Thailand and [***] (collectively, the “ Employment Agreements ”);

(v)           resignations effective as of the Closing Date of each director and officer of each Acquired Company as the Purchasers may have requested in writing prior to the Closing Date, with exception of the persons set forth on Schedule E ;

(vi)          a certificate in the form of Exhibit C of the secretary or assistant secretary (or equivalent officer, as applicable) of each Acquired Company dated as of the Closing Date and attaching with respect to each Acquired Company (A) the Acquired Company’s charter and all amendments thereto, certified by the Secretary of State (or equivalent) of the jurisdiction of the Acquired Company’s organization not more than five business days prior to the Closing Date, (B) the Acquired Company’s bylaws (or equivalent) and all amendments thereto and (C) a certificate of good standing (or equivalent) of the Acquired Company certified by the Secretary of State (or equivalent) of the jurisdiction of the Acquired Company’s organization, where applicable, and issued not more than five business days prior to the Closing Date; (D) all resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of the Acquired Companies relating to this Agreement and the transactions contemplated by this Agreement; and (E) incumbency and signatures of the officers of the Company executing any agreement contemplated by this Agreement;

(vii)         a receipt for the Initial Purchase Price, less the Escrow Amount, in a form reasonably satisfactory to the Purchasers;

(viii)        an escrow agreement in the form of Exhibit D (the “ Escrow Agreement ”) executed by Sellers’ Representative and JPMorgan Chase Bank, N.A. (the “ Escrow Agent ”);

(xix)         an option cancellation agreement, substantially in the form of Exhibit E , executed by each holder of unvested options over shares in the Company, as set forth in Schedule B , and the Company (collectively, the “ Option Cancellation Agreements ”);

(x)            a restricted stock unit agreement substantially in the form of Exhibit F executed by [***] (collectively, the “ Restricted Stock Unit Agreements ”);

(xi)           a performance share unit agreement substantially in the form of Exhibit G executed by each of the holders of unvested options over shares in the Company listed on Schedule B (collectively, the “ Performance Share Unit Agreements ”);

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(xii)          an intellectual property assignment and release agreement in the form of Exhibit H (collectively, the “ Employee IP Assignment and Release Agreements ”) executed by each employee of an Acquired Company listed on Schedule F and the respective Acquired Company;

(xiii)         documents assigning and transferring all rights, title and interest in the Convertible Debt in the form of Exhibit I (the “ Convertible Debt Assignment and Transfer Documents ”) executed by [***] and all additional documentation related thereto reasonably requested by the Share Purchaser to effect the assignment and transfer of such Convertible Debt to, and to allow for the immediate conversion of such Convertible Debt into shares of the Company by, Share Purchaser.  The Sellers hereby waive any preemption or other rights with respect to shares in the Company issued on any such conversion;

(xiv)        documents assigning and transferring all rights, title and interest in the Parity Option in the form of Exhibit J (the “ Parity Option Assignment and Transfer Documents ”) executed by [***] and all additional documentation related thereto reasonably requested by the Share Purchaser to effect the assignment and transfer of such Parity Option to, and to allow for the immediate exercise of such Parity Option by, Share Purchaser.  The Sellers hereby waive any preemption or other rights with respect to the shares in the Company to be transferred pursuant to the Parity Option;

(xv)         a termination agreement, in a form reasonably acceptable to the Share Purchaser, executed by all Sellers terminating all prior shareholders agreements relating to the Company (including such shareholders agreements dated August 15, 2005, April 3, 2005, and March 11, 2005 and, subject to assignment of all rights, title and interest in, and exercise of, the Parity Option pursuant to the terms of this Agreement and the Parity Option Agreement);

(xvi)        (A) evidence, in a form reasonably satisfactory to the Share Purchaser, that Agoda Singapore has received (1) [***] from [***] in consideration for the sale by Agoda Singapore to [***] of the outstanding debt owed by AAP to Agoda Singapore and (2) realizable assets with a value of approximately [***] (the “ AAP Assets ”) from AAP; and

(xvii)       evidence, in a form reasonably satisfactory to the Purchasers, that none of the Acquired Companies currently accepts bookings or permits bookings to be entered in its website with respect to the provision of products or services to, from or within [***].

(b)           At the Closing, the Purchasers will deliver or cause to be delivered to the Sellers:

(i)            the Initial Purchase Price (as adjusted pursuant to Section 2.4), less the Escrow Amount, to each Seller and Option Holder as set forth on Schedule A and Schedule B , respectively, by wire transfer of immediately available funds to the accounts notified in writing to the Purchasers prior to the Closing Date;

(ii)           each of the Equity Transfer Documents executed by the Purchasers, as applicable;

(iii)          a counterpart to each of the Option Share Transfer Documents executed by the Share Purchaser;

(iv)          a counterpart to the Escrow Agreement executed by the Purchasers;

[***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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(v)           a counterpart to each of the Restricted Stock Unit Agreements executed by Priceline US;

(vi)          a counterpart to each of the Performance Share Unit Agreement executed by Priceline US;

(vii)         a counterpart to each of the Convertible Debt Assignment and Transfer Documents executed by the Share Purchaser; and

(viii)        a counterpart to each of the Parity Option Assignment and Transfer Documents executed by the Share Purchaser.

(c)           At the Closing, the Purchasers will deliver or cause to be delivered the sum of [***] (the “ Escrow Amount ”) to the Escrow Agent by wire transfer of immediately available funds to an account specified by the Escrow Agent.

(d)           The Closing will not be deemed to have occurred until each party has delivered to the other applicable party or parties (or such receiving party or parties have waived such delivery of) all of the Closing documents, agreements, payments, and other deliveries required to be delivered or made by each party on or prior to the Closing Date, as set forth in this Section 2.6.

Section 2.7             Escrow Agent and Escrow Agreement .  Concurrently with the execution and delivery of the Escrow Agreement, and pursuant to applicable provisions thereof, the Escrow Agent will establish an escrow account to hold the Escrow Amount (the “ Escrow Fund ”) in trust pursuant to the Escrow Agreement free of any lien or other claim of any creditor of any of the parties which amount, plus any Interest accrued thereon, will be payable to the Sellers less (i) any amounts owed to the Purchasers with respect to any adjustments pursuant to Section 2.4 and (ii) any pending or paid indemnification claims asserted pursuant to Article 7, in accordance with the terms of this Agreement and the Escrow Agreement.  The Escrow Fund will be deemed to have been withheld from each Seller and vested Option Holder in proportion to the amount of the Initial Purchase Price received by such Seller or vested Option Holder as set forth on Schedule A and Schedule B .  The execution of this Agreement by the Sellers will constitute approval of the Escrow Fund, the Escrow Agreement, and the appointment of the Seller Representative.

Section 2.8             Purchase Price Allocation .  The Purchase Price will be allocated in accordance with Schedules A, B and C.  After the Closing, the parties will make consistent use of the allocation specified in Schedules A, B and C for all Tax purposes and in all filings, declarations and reports with the IRS (and other Tax authorities) in respect thereof. Any adjustment to the Purchase Price will be allocated pro rata to the items listed in Schedules A, B and C based on the relative fair market values of the assets on the Closing Date.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Sellers jointly and severally represent and warrant to the Purchasers that as of the Closing Date the statements set forth in this Article 3 are true and correct, except, subject to Section 8.8, as set forth on the disclosure schedule delivered by the Sellers to the Purchasers concurrently with the execution and delivery of this Agreement and dated as of the Closing Date (the “ Seller Disclosure Schedule ”):

Section 3.1              Organization and Good Standing .  Each Acquired Company is a corporation or limited liability company duly organized, validly existing and in good standing (where applicable) under

[***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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the Laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted.  Each Acquired Company is duly qualified or licensed to do business and, where applicable as a legal concept, is in good standing as a foreign corporation in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification or license necessary except where such failure to be so qualified or licensed or in good standing has not had or would not reasonably be expected to have a Material Adverse Effect.  Section 3.1(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of each Acquired Company’s jurisdiction of formation and the other jurisdictions in which it is authorized to do business, and an accurate and complete list of the current directors and officers of each Acquired Company.  The Sellers have delivered to the Purchasers accurate and complete copies of the certificate of incorporation and bylaws or other comparable charter or organizational documents of each Acquired Company, as currently in effect, and no Acquired Company is in default under or in violation of any provision thereof.  [***] are the sole members of AGIP, and AGIP was formed on October 5, 2007 for the sole purpose of acquiring the IP Assets.  AGIP has not conducted any business, incurred any liability or entered into any contract since its formation other than to the extent provided for or contemplated in this Agreement.

Section 3.2              Authority and Enforceability .  Each Seller has all requisite power, authority and capacity to execute and deliver this Agreement and each of the Ancillary Agreements to which such Seller is a party and to perform such Seller’s obligations under this Agreement and each such Ancillary Agreement.  The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly authorized by all necessary action on the part of the Sellers.  This Agreement has been duly executed and delivered by each Seller and constitutes the legal, valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).  Upon the execution and delivery by the Sellers of the Ancillary Agreements, the Ancillary Agreements will constitute the legal, valid and binding obligations of the Sellers party thereto, enforceable against such Sellers in accordance with their terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Section 3.3              No Conflict .  Except as set forth on Section 3.3 of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement, nor the consummation or performance of the transactions contemplated by this Agreement, will (a) directly or indirectly (with or without notice, lapse of time or both) conflict with, result in a breach or violation of, constitute a default (or give rise to any right of termination, cancellation, acceleration, suspension or modification of any obligation or loss of any benefit) under, result in any payment becoming due under, or result in the imposition of any Encumbrances on any of the Equity Interests or any of the properties or assets of any Acquired Company under (i) the certificate of incorporation, bylaws or other comparable charter or organizational documents of any Acquired Company, or any resolution adopted by the Sellers or the board of directors of any Acquired Company, (ii) any Governmental Authorization or Contract to which any Acquired Company or any Seller is a party or by which any Acquired Company or any Seller is bound or to which any of their respective properties or assets is subject or (iii) any Law or Judgment applicable to any Acquired Company or any Seller or any of their respective properties or assets; or (b) require any Acquired Company or any Seller to obtain any consent, waiver, approval, ratification, permit, license, Governmental Authorization or other authorization of, give any notice to, or make any filing or registration with, any Governmental Authority or other Person, except, in the case of the foregoing clauses (ii) and (iii), as would not have or be reasonably likely to have a Material Adverse Effect.

[***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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Section 3.4              Capitalization and Ownership .

(a)           The authorized share capital of the Company consists solely of (i) 846 Class A shares, par value $1.00 (“ Class A Shares ”), of which 846 shares are issued and outstanding and no shares are held in treasury; and (ii) 1,154 Class B shares, par value $1.00 (“ Class B Shares ”), of which 355 shares are issued and outstanding and 799 shares are held in treasury.  The Shares represent all of the issued and outstanding Class A Shares and Class B Shares.  The Membership Interests represent all of the issued and outstanding membership interests in AGIP.  As of the Closing Date, the Sellers are the sole record holders and beneficial owners of all of the Equity Interests, free and clear of all Encumbrances, in the respective amounts set forth in Schedule A and Schedule B .

(b)           Section 3.4(b) of the Seller Disclosure Schedule sets forth for each Subsidiary (i) its name and jurisdiction of incorporation or organization, (ii) its authorized capital stock (or equivalent) and (iii) the number of issued and outstanding (or equivalent) shares of capital stock, the record and beneficial owners thereof and the number of shares held in treasury (or equivalent).  No Acquired Company owns, controls or has any rights to acquire, directly or indirectly, any capital stock or other equity interests or debt instruments of any Person, except for the Subsidiaries.  Except as set forth in Section 3.4(b) of the Seller Disclosure Schedule, all of the outstanding equity securities and other securities of each Subsidiary are owned of record and beneficially by one or more of the Acquired Companies, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(b) of the Seller Disclosure Schedule.

(c)           Except as set forth in this Section 3.4 or in Section 3.4(c) of the Seller Disclosure Schedule, (i) there are no equity securities of any class of any Acquired Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) there are no options, warrants, equity securities, calls, rights or other Contracts to which any Acquired Company is a party or by which any Acquired Company is bound obligating any Acquired Company to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of any Acquired Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating any Acquired Company to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, or Contract.  Except as set forth in Section 3.4(c) of the Seller Disclosure Schedule, there are no Contracts to which any Acquired Company or any Seller or any Affiliate of any Acquired Company or any Seller is a party, or by which any Acquired Company or any Seller is bound, with respect to the voting (including voting trusts or proxies), registration under the Securities Act of 1933 (the “ Securities Act ”) or any foreign securities Law, or the sale or transfer (including Contracts imposing transfer restrictions), of any shares of capital stock or other equity interests of any Acquired Company.  Except as set forth in Section 3.4(c) of the Seller Disclosure Schedule, no holder of Indebtedness of any Acquired Company has any right to convert or exchange such Indebtedness for any equity securities or other securities of any Acquired Company, and no holder of Indebtedness of any Acquired Company has any rights to vote for the election of directors of any Acquired Company or to vote on any other matter.

(d)           All of the Equity Interests and the issued and outstanding (or equivalent) equity securities of each Subsidiary are duly authorized, validly issued, fully paid (in the case of issued and outstanding Shares), nonassessable, not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right and have been issued in compliance with all applicable Laws.  No legend or other reference to any purported Encumbrance appears on any certificate representing the Equity Interests or any equity securities of any Subsidiary.

(e)           There are no obligations, contingent or otherwise, of any Acquired Company to repurchase, redeem or otherwise acquire any shares of capital stock, or other equity interests, of any

[***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

15

Acquired Company.  No Acquired Company is subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any subsidiary or any other Person.

Section 3.5              Financial Statements .

(a)           Attached as Section 3.5 of the Seller Disclosure Schedule are the following financial statements (collectively, the “ Financial Statements ”):

(i)            an audited consolidated balance sheet of the Agoda Companies as of December 31, 2006 (the “ Balance Sheet ”) and the related audited consolidated and consolidating statements of income, changes in shareholders’ equity and cash flow for the fiscal year then ended, including in each case any notes thereto, together with the report thereon of Morison (Mauritius), independent certified public accountants; and

(ii)           an unaudited consolidated balance sheet of the Agoda Companies as of September 30, 2007 (the “ Interim Balance Sheet ”) and the related unaudited consolidated statement of income and changes in shareholders’ equity for the nine months then ended.

(b)           Except as set forth in Section 3.5(b) of the Seller Disclosure Schedule, the Financial Statements (including the notes thereto) are correct and complete in all material respects, are consistent with the books and records of the Agoda Companies and have been prepared in accordance with GAAP, consistently applied throughout the periods involved (except that the interim financial statements are subject to normal recurring year-end adjustments, the effect of which will not, individually or in the aggregate, be material, and the absence of notes that, if presented, would not differ materially from the notes to the Balance Sheet).  The Financial Statements fairly present the financial condition and the results of operations, changes in shareholders’ equity and cash flow of the Agoda Companies as of the respective dates and for the periods indicated therein, all in accordance with GAAP.  No financial statements of any Person other than the Agoda Companies are required by GAAP to be included in the financial statements of the Company.

Section 3.6              Books and Records .  The books of account, minute books, stock record books and other records of the Acquired Companies, all of which have been made available to the Purchaser, are accurate and complete in all material respects.  At the time of the Closing, all of such books and records will be in the possession of the respective Acquired Company.

Section 3.7              Accounts Receivable; Bank Accounts .

(a)           Subject to any reserves set forth in the Financial Statements, the accounts receivable shown on the Financial Statements represent valid, bona fide claims against debtors for sales and other charges. The amount carried for doubtful accounts and allowances disclosed in the Financial Statements was calculated in accordance with GAAP and in a manner consistent with prior periods.  To the Sellers’ Knowledge, there is no contest, claim, defense or right of setoff, other than returns in the ordinary course of business, relating to the amount or validity of such accounts receivable.

(b)           Section 3.7(b) of the Seller Disclosure Schedule sets forth an accurate and complete list of the names and addresses of all banks and financial institutions in which any Acquired Company has an account, deposit, safe-deposit box, line of credit or other loan facility or relationship, or lock box or other arrangement for the collection of accounts receivable, with the names of all Persons authorized to draw or borrow thereon or to obtain access thereto.

[***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

16

Section 3.8              No Undisclosed Liabilities .  No Acquired Company has any Liability that is required to be disclosed on a balance sheet prepared in accordance with GAAP that is not reflected on the Interim Balance Sheet except for Liabilities incurred in the ordinary course of business after the date of the Interim Balance Sheet and which are similar in nature and amount to the Liabilities which arose during the comparable period of time in the immediately preceding fiscal period.  The Estimated Closing Balance Sheet, when delivered under Section 2.3, has been prepared in accordance with GAAP, in a manner consistent with the methods and practices used to prepare the Interim Balance Sheet, and presents the [***] and the other information set forth therein, in compliance with the applicable provisions of Section 2.3.

Section 3.9              Absence of Certain Changes and Events .  Except as set forth in Section 3.9 of the Seller Disclosure Schedule, since the date of the Balance Sheet, each Acquired Company has conducted its business only in the ordinary course of business and there has not been any Material Adverse Effect.  Without limiting the generality of the foregoing, except as set forth in Section 3.9 of the Seller Disclosure Schedule, since the date of the Balance Sheet, there has not been with respect to any Acquired Company any:

(a)           amendment to its articles of incorporation or bylaws or other comparable charter or organizational documents;

(b)           change in its authorized (or equivalent) or issued capital stock, or issuance, sale, grant, repurchase, redemption, pledge or other disposition of or Encumbrance on any shares of its capital stock or other voting securities or any securities convertible, exchangeable or redeemable for, or any options, warrants or other rights to acquire, any such securities;

(c)           split, combination or reclassification of any of its capital stock;

(d)           declaration, setting aside or payment of any dividend or other distribution (whether in cash, securities or other property) in respect of its capital stock (other than dividends and distributions by a Subsidiary to the Company);

(e)           (i) incurrence of any Indebtedness, (ii) issuance, sale or amendment of any of its debt securities or warrants or other rights to acquire any of its debt securities, guarantee of any debt securities of another Person, entry into any “keep well” or other Contract to maintain any financial statement condition of another Person or entry into any arrangement having the economic effect of any of the foregoing, (iii) loans, advances (other than routine advances to its employees in the ordinary course of business) or capital contributions to, or investment in, any other Person, other than the Company or any Subsidiary and other than in accordance with the Company’s cash investment policy as described in Section 3.9(e) of the Seller Disclosure Schedule or (iv)  entry into any hedging Contract or other financial agreement or arrangement designed to protect any Acquired Company against fluctuations in commodities prices or exchange rates;

(f)            sale, lease, license, pledge or other disposition of or Encumbrance on any of its properties or assets, except in the ordinary course of business consistent with past practice;

(g)           acquisition (i) by merger or consolidation with, or by purchase of all or a substantial portion of the assets or any stock of, or by any other manner, any business or Person or (ii) any assets that are material to any Acquired Company individually or in the aggregate, except purchases of inventory and raw materials in the ordinary course of business;

[***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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(h)           damage to, or destruction or loss of, any of its assets or properties with an aggregate value to any Acquired Company in excess of [***], whether or not covered by insurance;

(i)            entry into, modification, acceleration, cancellation or termination of, or receipt of notice of termination of, any Contract (or series of related Contracts) which involves a total remaining commitment by or to any Acquired Company of at least [***] or otherwise outside the ordinary course of business;

(j)            (i) except as required by Law, adoption, entry into, termination or amendment of any (A) collective bargaining agreement, (B) Company Plan applicable to (1) any of its directors, officers or [***] highest paid employees (collectively, the “ Key Employees ”) or (2) all or substantially all of its other employees generally, (C) employment, severance or similar Contract applicable to (1) any Key Employee or (2) any other employee or consultant that represents an annual expenditure by the Acquired Companies equal to or greater than [***] per applicable individual, (ii) increase (A) in the compensation or fringe benefits of, or payment of any bonus to any Key Employee or (B) greater than [***] (based on total compensation for each applicable individual) in the compensation or fringe benefits of, or payment of any bonus to, any other employee or consultant or other independent contractor, (iii) amendment or acceleration of the payment, right to payment or vesting of any compensation or benefits, (iv) payment of any benefit not provided for as of the date of this Agreement under any Company Plan, (v) grant of any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the grant of stock options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock, or the removal of existing restrictions in any Company Plans or Contracts or awards made thereunder or (vi) any action other than in the ordinary course of business to fund or in any other way secure the payment of compensation or benefits under any Company Plan;

(k)           cancellation, compromise, release or waiver of any claims or rights (or series of related claims or rights) with a value exceeding [***] or otherwise outside the ordinary course of business;

(l)            settlement or compromise in connection with any Proceeding;

(m)          capital expenditure or other expenditure with respect to property, plant or equipment in excess of [***] in the aggregate for the Acquired Companies taken as a whole;

(n)           change in accounting principles, methods or practices or investment practices, including any changes as were necessary to conform with GAAP;

(o)           change in payment or processing practices or policies regarding intercompany transactions;

(p)           other than in the ordinary course of business consistent with past practice, acceleration or delay in the payment of accounts payable or other Liabilities or in the collection of notes or accounts receivable;

(q)           making or rescission of any Tax election, settlement or compromise of any Tax Liability or amendment of any Tax Return; or

[***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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(r)            authorization of or Contract by any Acquired Company to take any of the actions described in this Section 3.9.

Section 3.10            Assets .  Each Acquired Company has good and marketable title to, or in the case of leased assets, valid leasehold interests in, all of its assets, tangible or intangible, free and clear of any Encumbrances other than Permitted Encumbrances.  Each Acquired Company owns or leases all tangible personal property used in or necessary to conduct its business as conducted by the Acquired Companies.  Each such material item of tangible personal property is in all material respects in good operating condition and repair, ordinary wear and tear excepted.  Agoda Singapore has received good and marketable title to the AAP Assets free and clear of any Encumbrances other than Permitted Encumbrances.

Section 3.11            Leased Real Property .

(a)           No Acquired Company owns any real property, nor has any Acquired Company ever owned any real property.

(b)           Section 3.11(b) of the Seller Disclosure Schedule sets forth an accurate and complete description of all real property (including the date end term of the lease, and the aggregate annual rent payable thereunder) in which any Acquired Company has a leasehold or subleasehold estate or other right to use or occupy (collectively, the “ Leased Real Property ”).  The Sellers have delivered to the Purchasers accurate and complete copies of all leases and other Contracts granting a right in or relating to the Leased Real Property and all Contracts and other documents evidencing, creating or constituting Encumbrances upon or rights in the Leased Real Property.

(c)           Each Acquired Company holds valid leasehold interests in its Leased Real Property, free and clear of any Encumbrances other than Permitted Encumbrances.

(d)           To the Knowledge of the Sellers, use of the Leased Real Property for the various purposes for which it is presently being used is permitted as of right under applicable zoning Laws and is not subject to “permitted non-conforming” use or structure classifications (or the equivalent under local law).

(e)           No Person other than an Acquired Company is in possession of any portion of the Leased Real Property.  No Acquired Company has granted to any Person the right to use or occupy any portion of any parcel of Leased Real Property, and no Acquired Company has received notice, and the Sellers have no Knowledge, of any claim of any Person to the contrary.

Section 3.12            Intellectual Property .

(a)           Each Acquired Company owns or otherwise possesses valid and legally enforceable rights to use all Intellectual Property owned, created, acquired, licensed or used by the respective Acquired Companies as of the Closing Date, except for the specific service mark applications listed on Schedule 3.12(a)(i) (but not including any common law or equivalent rights in the relevant jurisdictions) which applications are owned by AGIP (the “ Company Intellectual Property ”).  The Company Intellectual Property constitutes all of the Intellectual Property used in or necessary to conduct the businesses of the Acquired Companies as conducted by the Acquired Companies.  One or more of the Acquired Companies are the sole owners of, and have valid title to, all of the Company Intellectual Property, other than the Third Party Intellectual Property listed in the Seller Disclosure Schedule pursuant to Section 3.12(c) (the “ Owned Intellectual Property ”).  Section 3.12(a)(ii) of the Seller Disclosure Schedule sets forth a complete and accurate list of all material Owned Intellectual Property.  Immediately after the Closing, one

[***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

19

or more of the Acquired Companies will be the sole owners of, and will have valid title to, the Owned Intellectual Property, and will have the full right to use, license and transfer the Company Intellectual Property in the same manner and on the same terms and condition