Priceline 2015 Annual Report Download - page 122

INDEX TO EXHIBITS
In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with
information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the
agreements. Some agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have
been made solely for the benefit of the other parties to the applicable agreement and:
• should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be
inaccurate;
• may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent
developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional
information about the Company may be found elsewhere in this Annual Report on Form 10‑K and the Company's other public filings, which are available without
charge through the SEC's website at http://www.sec.gov.
Exhibit Number Description
2.1(a) Agreement and Plan of Merger, dated as of June 12, 2014, by and among OpenTable, Inc., the Registrant and Rhombus, Inc.
3.1(b) Restated Certificate of Incorporation of the Registrant.
3.2(c) Amended and Restated By-Laws of the Registrant.
4.1 Reference is hereby made to Exhibits 3.1 and 3.2.
4.2(d) Specimen Certificate for Registrant's Common Stock.
4.3(e) Indenture, dated as of March 12, 2012, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee.
4.4(f) Indenture, dated as of June 4, 2013, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee.
4.5(g) Indenture, dated as of August 20, 2014, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee.
4.6(h)
Indenture for the 2.375% Senior Notes due 2024, 1.800% Senior Notes due 2027, 3.650% Senior Notes due 2025 and 2.15% Senior Notes due
2022, between the Registrant and Deutsche Bank Trust Company Americas, as Trustee.
4.7(i) Form of 2.375% Senior Note due 2024.
4.8(j) Officers' Certificate, dated September 23, 2014, for the 2.375% Senior Notes due 2024.
4.9(k) Form of 1.800% Senior Note due 2027.
4.10(l) Officers' Certificate, dated March 3, 2015, for the 1.800% Senior Notes due 2027.
4.11(m) Form of 3.650% Senior Note due 2025.
4.12(n) Officers' Certificate, dated March 13, 2015, for the 3.650% Senior Notes due 2025.
4.13(h) Form of 2.15% Senior Note due 2022.
4.14(h) Officers' Certificate, dated November 25, 2015, for the 2.15% Senior Notes due 2022.
10.1(o)+ priceline.com Incorporated 1999 Omnibus Plan (As Amended and Restated Effective June 6, 2013).
10.2(p)+ Form of Restricted Stock Unit Award Agreement for Employees in the Netherlands under the 1999 Omnibus Plan.
10.3(q)+ Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan to non-employee directors.
10.4(r)+ 2013 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan.
10.5(s)+ 2014 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan.
10.6(t)+ 2015 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan.
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