ELONG, INC. AND JPMORGAN CHASE BANK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • October 7th, 2004 • eLong, Inc. • New York
DEPOSIT AGREEMENT dated as of [DATE], 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:
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”).
Amended and Restated Exclusive Purchase Right AgreementExclusive Purchase Right Agreement • October 7th, 2004 • eLong, Inc.
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:
Amended and Restated Technical Consulting and Services AgreementConsulting 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:
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”).
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 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:
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:
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 among the following parties:
Amended and Restated Loan AgreementLoan Agreement • October 7th, 2004 • eLong, Inc.
eLong, Inc. INVESTORS’ RIGHTS AGREEMENT August 29, 2003Investors’ Rights Agreement • October 7th, 2004 • eLong, Inc. • New York
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 29th day of August, 2003, by and among eLong, Inc., an International Business Company under the laws of the British Virgin Islands (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively, the “Investors” and the holders of the Company’s Common Shares (the “Common Shares”) listed on Schedule B hereto, each of which is herein referred to as a “Common Holder” and collectively, the “Common Holders”.
TRANSACTION AGREEMENT BY AND AMONG IACT ASIA PACIFIC LIMITED, INTERACTIVECORP, ELONGNET INFORMATION TECHNOLOGY (BEIJING) CO., LTD. ELONGNET HI-TECH (BEIJING) CO., LTD. AND ELONG, INC. July 23, 2004Transaction Agreement • October 7th, 2004 • eLong, Inc. • Delaware
THIS TRANSACTION AGREEMENT (the “Agreement”) is made as of the 22nd day of July, 2004 (the “Closing Date”), by and among eLong, Inc., an exempted limited liability company 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 “Subsidiary”), eLongNet Hi-Tech (Beijing) Co., Ltd., a company organized under the laws of the People’s Republic of China (the “New Subsidiary”), IACT Asia Pacific Limited, an exempted limited liability company organized under the laws of the Cayman Islands (the “Investor”), and InterActiveCorp, a Delaware corporation (the “Investor Parent”).
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:
ELONG, INC. SERIES A PREFERRED SHARES PURCHASE AGREEMENTSeries a Preferred Shares Purchase Agreement • October 7th, 2004 • eLong, Inc. • New York
THIS SHARES PURCHASE AGREEMENT (the “Agreement”) is made as of the 29th day of August, 2003, by and among eLong, Inc., an International Business Company under the laws of the British Virgin Islands (the “Company”), the investors (severally and not jointly, listed on Schedule A hereto, (each of which is herein referred to as an “Investor” and collectively as the “Investors”), and Justin Yue Tang (the “Founder”).
INVESTORS AGREEMENT among ELONG, INC., IACT Asia Pacific Limited and the other parties named therein Dated July 23, 2004Investors Agreement • October 7th, 2004 • eLong, Inc. • Delaware
This Investors Agreement (the “Agreement”) made as of the 23rd day of July, 2004, by and among Elong, Inc., an exempted limited liability company under the laws of the Cayman Islands (the “Company”), IACT Asia Pacific Limited, an exempted limited liability company under the laws of the Cayman Islands (the “Investor”), the persons set forth on Schedule 1 hereto (the “Series A Holders”) and the persons listed on Schedule 2 hereto (the “Common Holders” and, together with the Investor and the Series A Holders, the “Stockholders”).
Amended and Restated Cooperative AgreementCooperative Agreement • October 7th, 2004 • eLong, Inc.
This Amended and Restated Cooperation Agreement (the “Agreement”) is entered into on the day of July 20, 2004 (the “Effective Date”) in Beijing among the following parties:
Cooperative AgreementCooperative Agreement • October 7th, 2004 • eLong, Inc.
Amended and Restated Domain Name License AgreementDomain Name License Agreement • October 7th, 2004 • eLong, Inc.
This Amended and Restated Domain Name License Agreement (hereinafter the “Agreement”) is entered into as of July 20, 2004 between the following two parties in Beijing.
Amended and Restated Loan AgreementLoan Agreement • October 7th, 2004 • eLong, Inc.
Amended and Restated Technical Services AgreementTechnical Services Agreement • October 7th, 2004 • eLong, Inc.
This Amended and Restated Technical Services Agreement (the “Agreement”) is entered into as of July 20, 2004 in Beijing between the following two parties:
Amended and Restated Equity Interests Pledge AgreementEquity Interests Pledge Agreement • October 7th, 2004 • eLong, Inc.
This Amended and Restated Equity Interests Pledge Agreement (hereinafter the “Agreement”) is entered into on the day of July 20, 2004 by and among the following parties:
TRANSFER AND ESCROW CONTRIBUTION AGREEMENT BY AND AMONG IACT ASIA PACIFIC LIMITED, THE SELLING SHAREHOLDERS LISTED ON EXHIBITS A AND B HERETO AND ELONG, INC. JULY 23, 2004Transfer and Escrow Contribution Agreement • October 7th, 2004 • eLong, Inc. • Delaware
THIS TRANSFER AND ESCROW CONTRIBUTION AGREEMENT (the “Agreement”) is made as of the 23rd day of July, 2004 (the “Closing Date”), by and among eLong, Inc., an exempted limited liability company under the laws of the Cayman Islands (the “Company”), the individuals or entities listed under the heading “Selling Shareholders” on Exhibit A and Exhibit B hereto (the “Selling Shareholders”), and IACT Asia Pacific Limited, an exempt limited liability company organized in 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 in Beijing among the following parties:
WARRANT AGREEMENT among ELONG, INC., and IACT Asia Pacific Limited Dated July 23, 2004Warrant Agreement • October 7th, 2004 • eLong, Inc. • Delaware
WARRANT AGREEMENT (the “Agreement”), 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 “Holder”), dated as of July 23, 2004.
