0001193125-12-184482 Sample Contracts

Fifth Amended and Restated Equity Interests Pledge Agreement
Equity 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:

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Fifth Amended and Restated Exclusive Purchase Right Agreement
Exclusive Purchase Right Agreement • April 26th, 2012 • eLong, Inc. • Transportation services
Note: Translation from original agreement written in Chinese] Technology (Software Copyright) Transfer Agreement
Technology (Software Copyright) Transfer Agreement • April 26th, 2012 • eLong, Inc. • Transportation services

Party A is duly established and validly existing under the laws of the PRC, with primary business of domestic and international air sales agency;

Fifth Amended and Restated Loan Agreement
Loan Agreement • April 26th, 2012 • eLong, Inc. • Transportation services
INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 26th, 2012 • eLong, Inc. • Transportation services • New York

This INDEMNIFICATION AGREEMENT is entered into as of August 9, 2011 by and among Purple Mountain Holding Ltd., a British Virgin Islands company having its registered office at 4th Floor, Rodus Building, Road Reef, PO Box 765, Road Town, Tortola, British Virgin Islands (“Option Holder”) and Yue (Justin) Tang, an individual residing at #3701, Tower A, Beijing Fortune Plaza, 7 Dong San Huan Zhong Lu, Beijing, 100020 and sole shareholder of the Option Holder (“Tang” and together with Option Holder, the “Option Holder Parties”), on the one hand, and eLong, Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Company”), on the other hand.

AMENDED AND RESTATED SECURITIES ESCROW AGREEMENT
Securities Escrow Agreement • April 26th, 2012 • eLong, Inc. • Transportation services • New York

This AMENDED AND RESTATED SECURITIES ESCROW AGREEMENT (the “Agreement”) is entered into as of August 9, 2011, by and among Purple Mountain Holding Ltd., a British Virgin Islands company having its registered office at 4th Floor, Rodus Building, Road Reef, PO Box 765, Road Town, Tortola, British Virgin Islands (“Option Holder”) and Yue (Justin) Tang, an individual residing at #3701, Tower A, Beijing Fortune Plaza, 7 Dong San Huan Zhong Lu, Beijing, 100020 and sole shareholder of the Option Holder (“Tang” and together with Option Holder, “Option Holder Parties”), on the one hand, and eLong, Inc. an exempted company incorporated with limited liability in the Cayman Islands (“Company”), on the other hand, and CSC Trust Company of Delaware, as escrow agent (“Escrow Agent”).

Share and Debt Transfer Agreement
Share and Debt Transfer Agreement • April 26th, 2012 • eLong, Inc. • Transportation services
Note: Translation from the original agreement written in Chinese] Debt Setoff Agreement
Debt Setoff Agreement • April 26th, 2012 • eLong, Inc. • Transportation services
Fifth Amended and Restated Business Operation Agreement
Business Operation Agreement • April 26th, 2012 • eLong, Inc. • Transportation services

This Fifth Amended and Restated Business Operation Agreement (hereinafter the “Agreement”) is entered into on the day of July 6, 2011 (hereinafter the “Effective Date”) among the following parties:

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