ELONG, INC. AND JPMORGAN CHASE BANK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of October , 2004Deposit Agreement • October 8th, 2004 • eLong, Inc. • Services-business services, nec • New York
DEPOSIT AGREEMENT dated as of October , 2004 (the "Deposit Agreement") among ELONG, INC. and its successors (the "Company"), JPMORGAN CHASE BANK, as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The parties hereto agree as follows:
AMENDMENT NO. 1 TO DEPOSIT AGREEMENTDeposit Agreement • April 11th, 2005 • eLong, Inc. • Transportation services • New York
AMENDMENT NO. 1, dated as of April , 2005 (the "Amendment"), to the Deposit Agreement dated as of October 27, 2004 (as amended hereby, the "Deposit Agreement"), among eLONG INC., a company incorporated under the laws of the Cayman Islands (the "Company"), JPMorgan Chase Bank, N.A. (fka JPMorgan Chase Bank), as depositary (the "Depositary"), and all holders from time to time of American depositary receipts ("ADRs") issued thereunder.
AGREEMENT AND PLAN OF MERGER by and among CHINA E-DRAGON HOLDINGS LIMITED, CHINA E-DRAGON MERGERSUB LIMITED and ELONG, INC. dated as of February 4, 2016Merger Agreement • February 4th, 2016 • eLong, Inc. • Transportation services • New York
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated February 4, 2016, is by and among China E-dragon Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), China E-dragon Mergersub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and eLong, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”. All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 1.1 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise.
Note: Translation from the original agreement written in Chinese]Exclusive Purchase Right Agreement • June 29th, 2011 • eLong, Inc. • Transportation services
eLong.Inc (hereinafter “Party A”) Registered Address: 4th Floor, Hutchence David Century Garden, George Town, Grand Cayman, Cayman Islands.
EQUITY COMMITMENT LETTEREquity Commitment Letter • February 26th, 2016 • eLong, Inc. • Transportation services • New York
Seventh Amended and Restated Exclusive Purchase Right AgreementExclusive Purchase Right Agreement • April 28th, 2016 • eLong, Inc. • Transportation services
This Seventh Amended and Restated Exclusive Purchase Right Agreement (the “Agreement”) is entered into on September 7, 2015 among the following parties:
Equity Interests Pledge AgreementEquity Interests Pledge Agreement • April 28th, 2016 • eLong, Inc. • Transportation services
This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of September 7, 2015 by and between the following parties:
EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2004 • eLong, Inc. • Delaware
EMPLOYMENT AGREEMENT, by and between eLong Inc. (the “Company”), a Cayman Islands corporation, InterActiveCorp (“IAC”) (for purposes of Section 5(c), 11(h) and Annex 3 only), a Delaware corporation and Derek Palaschuk, an individual (the “Employee”) effective as of the consummation of the transactions contemplated by the Transaction Agreement (the “Transaction Agreement”) by and among IAC, the Selling Shareholders listed on Exhibit A thereto, and eLong Inc., dated as of the date hereof (the “Effective Date”).
Third Amended and Restated Equity Interests Pledge AgreementEquity Interests Pledge Agreement • June 30th, 2008 • eLong, Inc. • Transportation services
This Amended and Restated Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of July 30, 2007 by and between the following parties:
Amended and Restated Exclusive Purchase Right AgreementExclusive Purchase Right Agreement • October 7th, 2004 • eLong, Inc.
Fourth Amended and Restated Loan AgreementLoan Agreement • June 30th, 2008 • eLong, Inc. • Transportation services
Trademark License AgreementTrademark License Agreement • October 7th, 2004 • eLong, Inc.
This Trademark License Agreement (hereinafter the “Agreement”) is entered into as of July 20, 2004 in the People’s Republic of China (Hereinafter the “PRC”) between the following two parties in Beijing:
Fifth Amended and Restated Equity Interests Pledge AgreementEquity Interests Pledge Agreement • April 26th, 2012 • eLong, Inc. • Transportation services
This Fifth Amended and Restated Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of July 6th, 2011 by and between the following parties:
Third Amended and Restated Business Operation AgreementBusiness Operation Agreement • June 30th, 2008 • eLong, Inc. • Transportation services
This Amended and Restated Business Operation Agreement (hereinafter the “Agreement”) is entered into on the day of July 30,2007 (hereinafter the “Effective Date”) among the following parties:
Amended and Restated Technical Consulting and Services AgreementTechnical Consulting and Services Agreement • October 7th, 2004 • eLong, Inc.
This Amended and Restated Technical Consulting and Services Agreement (the “Agreement”) is entered into as of July 20, 2003 in Beijing between the following two parties:
Eighth Amended and Restated Business Operations AgreementBusiness Operations Agreement • April 28th, 2016 • eLong, Inc. • Transportation services
This Eighth Amended and Restated Business Operations Agreement (the “Agreement”) is entered into on September 7, 2015 (the “Effective Date”) among the following parties:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 20th, 2011 • eLong, Inc. • Transportation services • Hong Kong
SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of May 16, 2011 between eLong, Inc., an exempted limited liability company under the laws of the Cayman Islands (the “Company”) and Expedia Asia Pacific-Alpha Limited, an exempted limited liability company under the laws of the Cayman Islands (the “Purchaser”).
TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • June 29th, 2006 • eLong, Inc. • Transportation services • New York
You have delivered to the Board of Directors of eLong, Inc. (“eLong” or the “Company”) your voluntarily resignation from your position as the Chief Executive Officer and President of eLong which is effective as of January 23, 2006 (the “Resignation Date”). You have kindly offered to delay your departure from the employ of the Company through February 17, 2006 (the “Transition Date”) in order to permit the Company to transition the Chief Executive Officer position to a suitable replacement. This letter (“Letter Agreement”) confirms the Company’s agreement as to your resignation from employment with eLong and the terms and conditions of your agreement, at the request of eLong’s Board of Directors, to remain a non-executive employee of eLong through the Transition Date. The benefits described below are available to you only if you execute this Letter Agreement, which includes a release of all claims and additional conditions as set forth below. For good and valuable consideration, we have
STOCK OPTION AGREEMENTStock Option Agreement • October 7th, 2004 • eLong, Inc. • Delaware
This STOCK OPTION AGREEMENT (this “Agreement”) dated as of October 1, 2004, is by and among eLong, Inc., an exempted limited liability company under the laws of the Cayman Islands (the “Company”), and IACT Asia Pacific Limited, an exempted limited liability company under the laws of the Cayman Islands (the “Investor”).
Amended and Restated Cooperative AgreementCooperative Agreement • October 7th, 2004 • eLong, Inc.
This Amended and Restated Cooperation Agreement is entered into on the day of July 20, 2004 (the “Effective Date”) in Beijing among the following parties:
WARRANT AGREEMENTWarrant Agreement • October 7th, 2004 • eLong, Inc. • New York
Warrant Agreement dated as of August 22, 2003, by and between eLong, Inc., a British Virgin Islands international business company (“eLong” or the “Company”), and Broadband Capital Management LLC, a New York limited liability company (“Holder”).
TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • June 30th, 2005 • eLong, Inc. • Transportation services • New York
This letter describes our proposed agreement concerning the termination of your employment with eLong, Inc. (hereinafter, “eLong,” or the “Company”). The benefits described below are available to you only if you execute this Agreement, which includes a release of all claims and additional conditions as set forth below.
Seventh Amended and Restated Loan AgreementLoan Agreement • April 28th, 2016 • eLong, Inc. • Transportation services
Collaboration AgreementCollaboration Agreement • September 28th, 2012 • eLong, Inc. • Transportation services
This COLLABORATION AGREEMENT (the “Agreement”) is entered into as of September 25, 2012 (the “Effective Date”) by and among eLong, Inc., an exempted limited liability company organized under the laws of the Cayman Islands (the “Company”), eLongNet Information Technology (Beijing) Co., Ltd., a company organized under the laws of the People’s Republic of China (the “eLongNet”), Expedia, Inc., a company organized under the laws of Delaware (“Expedia” or “Investor Parent”), and Expedia Asia Pacific-Alpha Limited, an exempted limited liability company organized under the laws of the Cayman Islands (“Expedia Asia Pacific-Alpha” or “Investor”) and, for purposes of Article IV only, also by and among Beijing eLong International Travel Co. Ltd, Beijing eLong Air Services Co. Ltd, Egencia LLC, Hotels.com LP, EAN.com LP, Travelscape LLC, and VacationSpot S.L.
Note: Translation from the original agreement written in Chinese] Seventh Amended and Restated Loan AgreementLoan Agreement • March 13th, 2015 • eLong, Inc. • Transportation services
EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2008 • eLong, Inc. • Transportation services • New York
EMPLOYMENT AGREEMENT, by and between ELONG, INC. (the “Company”), a Cayman Islands corporation, and Christopher Chan, an individual (the “Employee”) entered into to take effect as of February 26, 2007 (the “Start Date”).
Note: Translation from the original agreement in Chinese] Amended and Restated Trademark License AgreementTrademark License Agreement • April 25th, 2013 • eLong, Inc. • Transportation services
This Amended and Restated Trademark License Agreement (the “Agreement”) is entered into as of December 26, 2012 in Beijing, China between the following parties.
Seventh Amended and Restated Business Operations AgreementBusiness Operations Agreement • April 28th, 2016 • eLong, Inc. • Transportation services
This Seventh Amended and Restated Business Operations Agreement (the “Agreement”) is entered into on September 7, 2015 (the “Effective Date”) among the following parties:
Amended and Restated Business Operation AgreementBusiness Operation Agreement • October 7th, 2004 • eLong, Inc.
This Amended and Restated Business Operation Agreement (hereinafter the “Agreement”) is entered into on the day of July 20, 2004 (hereinafter the “Effective Date”) among the following parties:
Fifth Amended and Restated Exclusive Purchase Right AgreementExclusive Purchase Right Agreement • April 26th, 2012 • eLong, Inc. • Transportation services
Second Amended and Restated Equity Interests Pledge AgreementEquity Interests Pledge Agreement • June 30th, 2005 • eLong, Inc. • Transportation services
This Amended and Restated Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of December 30, 2004 by and between the following parties:
Amended and Restated Business Operation AgreementBusiness Operation Agreement • October 7th, 2004 • eLong, Inc.
This Amended and Restated Business Operation Agreement (hereinafter the “Agreement”) is entered into on the day of July 20, 2004 (hereinafter the “Effective Date”) among the following parties:
Amended and Restated Equity Interests Pledge AgreementEquity Interests Pledge Agreement • October 7th, 2004 • eLong, Inc.
This Amended and Restated Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of July 20, 2004 by and between the following parties:
American Depositary Shares eLONG, INC. Representing 9,205,094 Ordinary Shares (par value US$0.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2004 • eLong, Inc. • Transportation services • New York
It is understood that, subject to the conditions hereinafter stated, the Firm ADSs will be sold to the several Underwriters in connection with the Offering and sale of such Firm ADSs in the United States and outside the United States. The ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a Deposit Agreement, dated as of [·], 2004 (the “Deposit Agreement”), to be entered into among the Company, JPMorgan Chase Bank, as depositary (the “Depositary”), and all holders from time to time of the ADRs.
Amended and Restated Equity Interests Pledge AgreementEquity Interests Pledge Agreement • October 7th, 2004 • eLong, Inc.
This Amended and Restated Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of July 20, 2004 by and between the following parties:
