Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C/gffjsbsygovUMz8llpAVJ86hTZdV0nIFPkYQWIYqkP2XFo52/9FTEJ3uDp5YZU 98H3R4QiToYeieblM3CNFQ== 0000950130-10-001398.txt : 20100528 0000950130-10-001398.hdr.sgml : 20100528 20100528163113 ACCESSION NUMBER: 0000950130-10-001398 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20100528 DATE AS OF CHANGE: 20100528 GROUP MEMBERS: BARRY DILLER GROUP MEMBERS: EXPEDIA ASIA PACIFIC - ALPHA LIMITED GROUP MEMBERS: EXPEDIA, INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: eLong, Inc. CENTRAL INDEX KEY: 0001290903 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80401 FILM NUMBER: 10867085 BUSINESS ADDRESS: STREET 1: 10 JIU XIANQIAO MIDDLE ROAD, STREET 2: XINGKE PLAZA BUILDING B 3TH FL, CHAOYANG CITY: BEIJING STATE: F4 ZIP: 100016 BUSINESS PHONE: 8610-58602288-126 MAIL ADDRESS: STREET 1: 10 JIU XIANQIAO MIDDLE ROAD, STREET 2: XINGKE PLAZA BUILDING B 3TH FL, CHAOYANG CITY: BEIJING STATE: F4 ZIP: 100016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Expedia, Inc. CENTRAL INDEX KEY: 0001324424 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 202705720 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 333 108TH AVENUE NE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: (425) 679-7200 MAIL ADDRESS: STREET 1: 333 108TH AVENUE NE CITY: BELLEVUE STATE: WA ZIP: 98004 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

eLong, Inc.

(Name of Issuer)

Ordinary Shares, $0.01 par value per share

(Title of Class of Securities)

290138205

(CUSIP Number)

Burke F. Norton

Expedia Asia Pacific – Alpha Limited

c/o Expedia, Inc.

333 108th Avenue, N.E.

Bellevue, Washington 98004

Telephone: (425) 679-3248

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

Ante Vucic, Esq.

Wachtell, Lipton, Rosen and Katz

51 W. 52^nd Street

New York, NY 10019

Telephone: (212) 403-1370

May 18, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1	NAMES OF REPORTING PERSONS: Expedia Asia Pacific – Alpha Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) x
3	SEC USE ONLY:
4	SOURCES OF FUNDS (SEE INSTRUCTIONS): WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 0 Ordinary Shares
		8	SHARED VOTING POWER: 3,420,000 Ordinary Shares
		9	SOLE DISPOSITIVE POWER: 0 Ordinary Shares
		10	SHARED DISPOSITIVE POWER: 3,420,000 Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,420,000 Ordinary Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO


1	NAMES OF REPORTING PERSONS: Expedia, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) x
3	SEC USE ONLY:
4	SOURCES OF FUNDS (SEE INSTRUCTIONS): OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: State of Washington
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 0 Ordinary Shares
		8	SHARED VOTING POWER: 3,420,000 Ordinary Shares
		9	SOLE DISPOSITIVE POWER: 0 Ordinary Shares
		10	SHARED DISPOSITIVE POWER: 3,420,000 Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,420,000 Ordinary Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


1	NAMES OF REPORTING PERSONS: Expedia, Inc I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) x
3	SEC USE ONLY:
4	SOURCES OF FUNDS (SEE INSTRUCTIONS): OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 0 Ordinary Shares
		8	SHARED VOTING POWER: 3,420,000 Ordinary Shares
		9	SOLE DISPOSITIVE POWER: 0 Ordinary Shares
		10	SHARED DISPOSITIVE POWER: 3,420,000 Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,420,000 Ordinary Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


1	NAMES OF REPORTING PERSONS: Barry Diller I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) x
3	SEC USE ONLY:
4	SOURCES OF FUNDS (SEE INSTRUCTIONS): OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 0 Ordinary Shares
		8	SHARED VOTING POWER: 3,420,000 Ordinary Shares
		9	SOLE DISPOSITIVE POWER: 0 Ordinary Shares
		10	SHARED DISPOSITIVE POWER: 3,420,000 Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,420,000 Ordinary Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

ITEM 1.

Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the Ordinary Shares, $0.01 par value per share (the “Ordinary Shares”) of eLong, Inc., an exempted limited liability company organized under the laws of the Cayman Islands (the “Issuer”), including Ordinary Shares represented by the American Depositary Shares of the Issuer (the “ADSs”), each representing two Ordinary Shares. The principal executive offices of the Issuer are located at Block B, Xingke Plaza, Third Floor, 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing 100015, People’s Republic of China.

ITEM 2.

Identity and Background

This Statement is being filed jointly by (i) Expedia Asia Pacific – Alpha Limited, an exempted limited liability company organized under the laws of the Cayman Islands (“Expedia Asia”); (ii) Expedia, Inc., a Washington corporation (“Expedia Washington”); (iii) Expedia, Inc., a Delaware corporation (“Expedia Delaware”) (collectively, “Expedia”); and (iv) Mr. Barry Diller, a citizen of the United States of America (“Diller”) (each a “Reporting Person,” and collectively, the “Reporting Persons”) with respect to the Ordinary Shares.

The principal address of Expedia Asia, Expedia Washington and Expedia Delaware is c/o Expedia, Inc., 333 108th Avenue, N.E., Bellevue, Washington 98004. The principal address of Diller is c/o IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011.

Expedia Asia is a wholly owned direct subsidiary of Expedia Washington and is principally engaged in the business of holding securities of the Issuer. Expedia Washington is a travel services company, operating through a diversified portfolio of domestic and international brands and businesses, and is the wholly owned direct subsidiary of Expedia Delaware. Expedia Delaware is principally engaged in the business of acting as the parent company of Expedia Washington. Diller is Chairman and Senior Executive of Expedia Delaware. Mr. Diller and Liberty Media Corporation are parties to a Stockholders Agreement (the “Expedia Stockholders Agreement”) relating to Expedia Delaware. Through his own holdings and the Expedia Stockholders Agreement, Diller generally has the ability to control the outcome of all matters submitted to a vote of Expedia Delaware’s stockholders (except with regard to certain specified matters).

The Reporting Persons have previously reported beneficial ownership over securities of the Issuer, together with certain other stockholders of the Issuer, in a statement on Schedule 13G dated February 14, 2005 (as amended, the “Former 13G Filing”). The Reporting Persons did not at the time of the filing of the Former 13G Filing own of record any Ordinary Shares, but were included as filing persons in the Former 13G Filing as a result of the existence of an Investors Agreement dated July 23, 2004 among certain shareholders of the Issuer including Expedia Asia (the “Investors Agreement”), in which the shareholders party thereto had agreed to vote any shares of capital stock of the Issuer held by them for the election of directors and other matters in the manner provided in the Investors Agreement, including for the election of directors designated by Expedia Asia. On May 18, 2010 the Investors Agreement was amended to eliminate such voting agreement. As a result, the Reporting Persons no longer have the shared power to direct the voting of the Issuer’s securities pursuant to the Investors Agreement and can no longer be deemed to be part of a group with respect to shared voting power under the Investors Agreement.

Neither the present filing nor anything contained herein shall be construed as an admission that (a) any Reporting Person constitutes a “person” for any purpose other than Section 13(d) of the Act, or (b) any combination of the Reporting Persons constitutes a “group” for any purpose. Information contained herein with respect to each Reporting Person and its executive officers, directors and controlling persons is given solely by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such other Reporting Person.

Attached hereto as Appendix A is information concerning each executive officer and director of Expedia Delaware, Expedia Washington, and Expedia Asia which is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. None of the Reporting Persons nor any of the persons or entities referred to in Appendix A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3.

Source and Amount of Funds or Other Consideration

On May 18, 2010, Expedia Asia entered into a Stock Purchase Agreement (the “Tang Stock Purchase Agreement”) among itself, Purple Mountain Holding, Ltd. (“Purple Mountain”) and Yue (Justin) Tang (“Tang,” and collectively with Purple Mountain, the “Tang Seller Parties”), pursuant to which Expedia Asia acquired 2,400,000 Ordinary Shares in exchange for $7.00 per Ordinary Share in cash, subject to certain post-closing price adjustments. The Ordinary Shares acquired pursuant to the Tang Stock Purchase Agreement consisted of 1,372,570 Ordinary Shares and 1,027,430 Ordinary Shares represented by 513,715 ADSs. Simultaneously, Expedia Asia also entered into (i) a Securities Pledge Agreement (the “Pledge Agreement”) among itself and the Tang Seller Parties pursuant to which the Tang Seller Parties pledged their remaining equity interests in the Issuer as security for certain indemnification obligations under the Stock Purchase Agreement, and (ii) an Escrow Agreement, pursuant to which the Tang Seller Parties agreed to hold certain of the pledged equity interests and any proceeds therefrom in an escrow account to secure the obligations of the Tang Seller Parties under the Pledge Agreement. On May 28, 2010, Expedia Asia also entered into a Stock Purchase Agreement (the “Auriana Stock Purchase Agreement”) between itself and Lawrence Auriana, pursuant to which it acquired 500,000 ADSs representing 1,000,000 Ordinary Shares in exchange for $7.00 per Ordinary Share in cash, subject to certain post-closing price adjustments. Also on May 28, 2010, Expedia Asia entered into a Stock Purchase Agreement (the “Nordlicht/Scott Stock Purchase Agreement”) among itself, Ira S. Nordlicht and Helen S. Scott, pursuant to which it acquired 10,000 ADSs representing 20,000 Ordinary Shares in exchange for $7.00 per Ordinary Share in cash, subject to certain post-closing price adjustments. The source of funds used by Expedia Asia in making the above purchases was cash on hand.

ITEM 4.

Purpose of Transaction

The Ordinary Shares reported herein were acquired for the purpose of increasing the investment of Expedia in its subsidiary. The Reporting Persons retain the right, from time to time, to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. Depending on market conditions and other factors, the Reporting Persons may engage from time to time in open market purchases of the securities described herein, and may engage in ordinary course transactions with financial institutions with respect to the securities described herein. Except as otherwise disclosed herein, none of the Reporting Persons currently has any plan or proposal which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, reserve the right to and may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters.

ITEM 5.

Interest in Securities of the Issuer

As a result of the matters described in Item 3 and Item 6 of this Statement, it is possible that the Reporting Persons may collectively be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, and as a result it is possible each Reporting Person may be deemed to beneficially own all shares of Ordinary Shares beneficially owned by each other Reporting Person. As of the date of this Statement, Expedia Asia beneficially owned 3,420,000 Ordinary Shares in the aggregate, consisting of 3,420,000 Ordinary Shares owned of record (which include 2,047,430 Ordinary Shares represented by 1,023,715 ADSs and 1,372,570 Ordinary Shares) (the “Subject Shares”). The Subject Shares represent approximately 16.9 % of the issued and outstanding Ordinary Shares of the Issuer (based on the number of 18,875,789 Ordinary Shares outstanding as of March 31, 2010, as disclosed in the Issuer’s Form 20-F filed on May 11, 2010 and adding the options exercised by Tang in connection with the Tang Stock Purchase Agreement. Each of the Reporting Persons hereby disclaims beneficial ownership of Ordinary Shares that may be deemed beneficially owned by any other Reporting Person. In addition, Expedia Asia is the record holder of an option to purchase 149,293 Ordinary Shares, of which none are currently exercisable or exercisable within the next 60 days.

In addition to its ownership of the Ordinary Shares, Expedia Asia is the record and beneficial owner of, and has sole voting and dispositive power with respect to, 28,550,704 High-Vote Ordinary Shares of the Issuer, each of which is entitled to 15 votes (the “High Vote Ordinary Shares”). Each Ordinary Share of the Issuer is entitled to one vote. The High Vote Ordinary Shares and the Ordinary Shares generally vote together as a single class on all matters submitted to a vote of the shareholders of the Issuer, including the election of the members of the Issuer’s board of directors. As a result, the 28,550,704 High-Vote Ordinary Shares, the Subject Shares represent approximately 97% of the voting power of all issued and outstanding shares of capital stock of the Issuer. The High-Vote Ordinary Shares are not reportable on this Statement pursuant to Sections 13(d) and (g) under the Act.

Other than as described in Item 3 above, no transactions in the Ordinary Shares were effected by the Reporting Persons during the preceding 60 days.

ITEM 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information disclosed in Item 3 above is incorporated herein by reference. In addition, in connection with the Pledge Agreement, the Tang Seller Parties granted to Expedia Asia an irrevocable proxy to vote any issued shares of the share capital of the Issuer held by them at any meeting of shareholders of the Issuer. As of the date of this Statement, the Tang Seller Parties did not hold any issued shares of the share capital of the Issuer.

The description of the Tang Stock Purchase Agreement, the Pledge Agreement, the Escrow Agreement, the Auriana Stock Purchase Agreement, and the Nordlicht/Scott Stock Purchase Agreement is a summary and is qualified in its entirety by the terms of such agreements, copies of which are filed herewith as Exhibit 2, 3, 4, 5 and 6, respectively, to this Statement, and each of which is incorporated herein by reference.

ITEM 7.

Material to be Filed as Exhibits


Exhibit		Description

1		Joint Filing Agreement, dated May 28, 2010 among the Reporting Persons

2		Stock Purchase Agreement dated as of May 18, 2010, among Purple Mountain Holding Ltd., Yue (Justin) Tang and Expedia Asia Pacific – Alpha Limited

3		Securities Pledge Agreement dated as of May 18, 2010, among Purple Mountain Holding Ltd., Yue (Justin) Tang and Expedia Asia Pacific – Alpha Limited

4		Securities Escrow Agreement dated as of May 18, 2010, among Purple Mountain Holding Ltd., Yue (Justin) Tang, Expedia Asia Pacific – Alpha Limited and CSC Trust Company of Delaware

5		Stock Purchase Agreement dated as of May 28, 2010, among Sandgrain Securities Inc., Lawrence Auriana and Expedia Asia Pacific – Alpha Limited

6		Stock Purchase Agreement dated as of May 28, 2010, among Ira S. Nordlicht, Helen S. Scott and Expedia Asia Pacific – Alpha Limited

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

Dated: May 28, 2010


EXPEDIA ASIA PACIFIC - ALPHA LIMITED

By:		/s/ BURKE F. NORTON
Name:		Burke F. Norton
Title:		Director


EXPEDIA, INC. (WASHINGTON)

By:		/s/ BURKE F. NORTON
Name:		Burke F. Norton
Title:		Executive Vice President, General Counsel & Secretary


EXPEDIA, INC. (DELAWARE)

By:		/s/ BURKE F. NORTON
Name:		Burke F. Norton
Title:		Executive Vice President, General Counsel & Secretary

/s/ BARRY DILLER

BARRY DILLER

APPENDIX A

EXECUTIVE OFFICERS AND DIRECTORS

The business address of each of the following individuals is c/o Expedia, Inc., 333 108th Avenue, N.E., Bellevue, Washington 98004. Each of the following individuals is a citizen of the United States of America, other than Mr. Tazón, who is a citizen of Spain.

Expedia Delaware

Directors: Barry Diller (Chairman), Dara Khosrowshahi, Victor A. Kaufman, A. George “Skip” Battle, Jonathan L. Dolgen, William R. Fitzgerald, Craig A. Jacobson, Peter M. Kern, John C. Malone and José A. Tazón.

Executive Officers: Barry Diller (Senior Executive), Dara Khosrowshahi (Chief Executive Officer), Victor A. Kaufman (Vice Chairman), Michael B. Adler (Chief Financial Officer), Dhiren R. Fonseca (Co-President, Partner Services Group), Gary M. Fritz (Co-President, Partner Services Group), Burke F. Norton (Executive Vice President, General Counsel and Secretary), Pierre V. Samec (Executive Vice President and Chief Technology Officer) and Patricia L. Zuccotti (Senior Vice President, Chief Accounting Officer and Controller).

Expedia Washington

Directors: Dara Khosrowshahi and Burke F. Norton.

Executive Officers: Dara Khosrowshahi (Chief Executive Officer), Michael B. Adler (Chief Financial Officer), Dhiren R. Fonseca (Co-President, Partner Services Group), Gary M. Fritz (Co-President, Partner Services Group), Burke F. Norton (Executive Vice President, General Counsel and Secretary), Pierre V. Samec (Executive Vice President and Chief Technology Officer) and Patricia L. Zuccotti (Senior Vice President, Chief Accounting Officer and Controller).

Expedia Asia

Directors: Michael B. Adler, Frances J. Erskine, Stuart S. Haas and Burke F. Norton.

Executive Officers: Burke F. Norton (Secretary).

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT, DATED MAY 28, 2010 AMONG THE REPORTING PERSONS Joint Filing Agreement, Dated May 28, 2010 Among the Reporting Persons

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, $0.01 par value, of eLong, Inc., and further agrees that this Joint Filing Agreement be included as an exhibit to such filing; provided, that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.

[signature pages follow]

IN WITNESS WHEREOF, the undersigned have duly executed this Joint Filing Agreement as of this 28th day of May, 2010.


EXPEDIA ASIA PACIFIC - ALPHA LIMITED

By:		/s/ Burke F. Norton
Name:		Burke F. Norton
Title:		Director


EXPEDIA, INC. (WASHINGTON)

By:		/s/ Burke F. Norton
Name:		Burke F. Norton
Title:		Executive Vice President, General Counsel & Secretary


EXPEDIA, INC. (DELAWARE)

By:		/s/ Burke F. Norton
Name:		Burke F. Norton
Title:		Executive Vice President,
		General Counsel & Secretary

/s/ Barry Diller

BARRY DILLER

EX-99.2 3 dex992.htm STOCK PURCHASE AGREEMENT DATED AS OF MAY 18, 2010 Stock Purchase Agreement Dated as of May 18, 2010

Exhibit 2

EXECUTION COPY

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of May 18, 2010 (the “Agreement”), by and between PURPLE MOUNTAIN HOLDING LTD., a British Virgin Islands company having its registered office at 4^th Floor, Rodus Building, Road Reef, PO Box 765, Road Town, Tortola, British Virgin Islands (“Seller”) and YUE (JUSTIN) TANG, a citizen of the People’s Republic of China residing at #3701, Tower A, Beijing Fortune Plaza, 7 Dong San Huan Zhong Lu, Beijing, 100020 and sole shareholder of the Seller (“Tang” and together with Seller, “Seller Parties”), on the one hand, and EXPEDIA ASIA
PACIFIC – ALPHA LIMITED, an exempted company incorporated with limited liability in the Cayman Islands (“Buyer”), on the other hand.

WHEREAS, this Agreement sets forth the terms and conditions upon which Seller will sell to Buyer, and Buyer will purchase from Seller, 1,372,570 ordinary shares, par value $0.01 per share (the “Shares”), of eLong, Inc. (the “Company”) and 513,715 American Depository Shares of the Company, each representing two Shares, for an aggregate of 2,400,000 Shares; and

WHEREAS, simultaneously with the execution of this Agreement, the Seller Parties and Buyer are entering into a Securities Pledge Agreement (the “Securities Pledge Agreement”) in the form of Exhibit A to this Agreement, pursuant to which the Seller Parties pledges to Buyer the Pledged Assets (as defined therein) to secure their indemnification obligations set forth in Section 7 below; and

WHEREAS, simultaneously with the execution of this Agreement, the Seller Parties, Buyer and CSC Trust Company of Delaware as escrow agent, are entering into an Escrow Agreement (the “Escrow Agreement”) in the form of Exhibit B to this Agreement, to secure the obligations of the Seller Parties under the Securities Pledge Agreement and this Agreement.

In consideration of and reliance upon the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

(a) $686,285 (the “Deposit”) simultaneously with the execution of this Agreement by wire transfer in immediately available funds to the account specified by Seller on Schedule 1 to this Agreement, the receipt of which is hereby acknowledged by Seller; and

(b) $16,113,715, constituting the balance of the Purchase Price (the “Purchase Price Balance”) (subject to adjustment as provided in Section 2), payable by Buyer to Seller by wire transfer in immediately available funds to the account designated by Seller, upon the delivery of the Shares as hereinafter provided.

2. Additional Purchase Price.

(a) If, (A) on or prior to the date that is 18 months after the date hereof, Buyer or any affiliate thereof (other than the Company and its subsidiaries) consummates a Significant Transaction (as defined below), or (B) on or prior to the date that is 3 months after the date hereof, Buyer or any affiliate thereof (other than the Company and its subsidiaries) consummates a Negotiated Purchase Transaction (as defined below) (a Significant Transaction or a Negotiated Purchase Transaction are each also referred to as a “Subsequent Transaction”), in the case of clauses (A) and (B) pursuant to which Buyer pays in excess of $7.00 per Share in Consideration in such Subsequent Transaction, Buyer will pay to Seller by a wire transfer of immediately available funds within three business days following the consummation of the Subsequent Transaction, the Additional Purchase Price, to a bank account previously designated to Buyer by Seller; provided, however, that Buyer shall be entitled to set-off against any obligation to pay the Additional Purchase Price any amounts due to Buyer Indemnified Parties (as defined below) with respect to the indemnification provisions in Section 7 hereof.

(b) For purposes of this Agreement:

(i) an “affiliate” of a person shall mean any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with such person; provided, however, that in no event shall Liberty Media Corporation or any of its subsidiaries be deemed to be an affiliate of Buyer;

(ii) “Consideration” means, (1) in the case of cash, the amount thereof, or (2) in the case of stock or other property, the fair market value thereof as reasonably determined by Buyer.

(iii) a “Significant Transaction” means a merger, scheme of arrangement or tender offer which results in (i) any person or group of related persons acquiring beneficial ownership of in excess of 90% of the capital stock of the Company, and (ii) the delisting of the Company from the NASDAQ;

(iv) a “Negotiated Purchase Transaction” means a privately negotiated acquisition (other than a Significant Transaction) of Shares by Buyer or any of its affiliates (other than the Company and its subsidiaries) in a single transaction where the number of Shares acquired is greater than 1.0% of the total number of Shares outstanding at such time, but which, for the avoidance of doubt, does not include any purchases effected by “brokers’ transactions” (within the meaning of Section 4(4) of the Securities Act of 1933);

(v) the “Additional Purchase Price” means (if any):

(1) in respect of a Significant Transaction, (a) if the Significant Transaction (if any) is completed within six months after the date hereof and the Consideration per Share paid in such transaction is in excess of $7.00, the product of (i) the

number of Sale Shares, multiplied by (ii) the amount by which the Consideration per Share in the Significant Transaction exceeds $7.00; (b) if the Significant Transaction (if any) is completed after six months after the date hereof but before the 12 month anniversary of the date hereof and the Consideration per Share paid in such transaction is in excess of $7.00, the product of (x) 0.85, multiplied by (y) the product of (i) the number of Sale Shares, multiplied by (ii) the amount by which the Consideration per Share in the Significant Transaction exceeds $7.00; and (c) if the Significant Transaction (if any) is completed after twelve months after the date hereof but before the 18 month anniversary of the date hereof and the Consideration per Share paid in such transaction is in excess of $7.00, the product of (x) 0.50, multiplied by (y) the product of (i) the number of Sale Shares, multiplied by (ii) the amount by which the Consideration per Share in the Significant Transaction exceeds $7.00; provided, however, that, for the avoidance of doubt, (A) there can be no more than one Significant Transaction and (B) the Consideration per Share in the Significant Transaction for purposes of this definition shall be the Consideration per Share paid in the merger, scheme of arrangement or tender offer, as applicable, but shall not include any purchases made by the acquiror in the Significant Transaction (including Buyer or any of its affiliates or any third party), whether in open-market transactions or privately negotiated transactions, prior to or outside of such merger, scheme of arrangement or tender offer; and

(2) in respect of a Negotiated Purchase Transaction that is completed within 3 months of the date hereof and where the cash consideration per Share paid in such transaction is in excess of $7.00, the product of (i) the number of Sale Shares, multiplied by (ii) the amount by which the cash consideration per Share in the Negotiated Purchase Transaction exceeds $7.00; and

(vi) “$” means United States Dollars.

3. Deliveries; Payment; Closing.

(a) On or before the first business day after the date hereof, Seller shall deliver to Buyer (i)(a) a signed instrument of transfer in the form attached as Schedule 2 to this Agreement accompanied by (if applicable) a Share certificate or certificates (endorsed to Buyer), representing the number of Sale Shares, together with any documents (including without limitation broker’s transfer instructions) that, in the reasonable judgment of Buyer, are necessary to transfer and convey to, and vest in, Buyer good and valid title to the Sale Shares, (i)(b) the Securities Pledge Agreement duly executed by Tang and by an authorized signatory of Seller, and (i)(c) the Escrow Agreement duly executed by Tang and by an authorized signatory of Seller; and (ii) Buyer shall deliver to Seller the Purchase Price Balance for the Sale Shares delivered pursuant to Section 1(a) by a wire transfer of immediately available funds to a bank account previously designated to Buyer by such Seller. Notwithstanding anything in this Agreement to the contrary, the closing of the purchase and sale of Sale Shares shall take place on the date hereof (the “Closing”) at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019.

(b) If the aforementioned deliveries are not made on or before the first business day after the date hereof, the Closing shall not be deemed to have occurred and this Agreement shall terminate and forthwith become void, and there shall be no liability or further obligation on the part of the parties or their respective directors, officers, trustees, executors, heirs, legal representatives, successors and assigns, except that (i) Seller shall immediately refund to Buyer an amount equal to the Deposit, (ii) this Section 3(b) and Section 8 shall survive termination of this Agreement, and (iii) nothing herein shall relieve any party hereto from liability for any willful breach of any provision of this Agreement.

4. Representations and Warranties of the Seller Parties. Each of the Seller Parties, jointly and severally, represents and warrants to Buyer as follows:

(a) Each of the Seller Parties has the necessary legal capacity, power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

(b) This Agreement has been duly and validly authorized, executed and delivered by each of the Seller Parties and, assuming due authorization, execution and delivery by and on behalf of Buyer, constitutes a legal, valid and binding obligation of each Seller Party, enforceable in accordance with its terms;

(c) As of the date hereof Seller is the owner, beneficially and of record, of the Sale Shares or options currently exercisable in respect of the Sale Shares, free and clear of any Liens and will transfer at Closing to Buyer good and valid title to the Sale Shares free and clear of any Liens;

(d) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, (i) violate or conflict with any provision of the trust, charter or organizational documents or by-laws or comparable documents of Seller, (ii) result in the imposition of any Liens under, cause or permit the acceleration of any obligation under, or violate or conflict with the terms, conditions or provisions of, any note, indenture, security agreement, lease, guaranty, joint venture agreement, or other contract, agreement or instrument to which Seller is a party or by which Seller or any of the Sale Shares is bound, or (iii) result in a breach or violation by such Seller of any law, rule or regulation or any order, injunction, judgment or decree of any court, governmental authority or regulatory agency;

(e) There exists no restriction upon the sale and delivery to Buyer of the Sale Shares by Seller, nor is Seller required to obtain the approval of any person or entity or any court, governmental authority or regulatory agency to effect the sale of such Shares in accordance with the terms hereof; and

(f) There are no claims for brokerage commissions or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated hereby.

(g) The Seller Parties have (i) timely paid all Taxes required to be paid by any of them (including all Taxes required to be paid with respect to the acquisition, ownership or disposition of the Sale Shares), and (ii) timely filed with the relevant governmental authority all Tax Returns required to be filed by any of them, and all such Tax Returns were true, correct and complete. The term “Tax” or “Taxes” means all net income, gross income, gross receipts, sales, use, ad valorem, transfer, excess profits, franchise, profits, license, withholding, payroll, employment, unemployment social security, excise, severance, stamp, occupation, premium, property, disability, capital stock, capital gains or windfall profits taxes, customs duties or other taxes, fees, assessments or governmental charges of any kind whatsoever, together with any interest and penalties, additions to tax or additional amounts imposed with respect thereto. The term “Tax Return” means any return, report, declaration, form, documentation, filing, claim for refund or information statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

(h) The Seller was established, and is conducting and has conducted its business in compliance with applicable laws including the foreign exchange laws, Taxes and outbound investment laws of the People’s Republic of China (“PRC”) if applicable. There is no ongoing legal, regulatory or administrative action, claim, investigation or other proceeding or suit against or involving the Seller Parties relating to the PRC foreign exchange laws or outbound investment laws, nor have any such proceedings taken place or been settled and no such proceedings are pending or threatened.

5. Representations and Warranties of Buyer. The Buyer represents and warrants to Seller as follows:

(a) Buyer has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

(b) This Agreement has been duly and validly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by and on behalf of each Seller Party, constitutes a legal, valid and binding agreement of Buyer, enforceable in accordance with its terms; and

(c) There are no claims for brokerage commissions or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated hereby.

6. Taxes. The Seller Parties shall make full and timely payment of any Taxes owed by the Seller Parties in connection with the execution and performance this Agreement and the sale of the Sale Shares contemplated herein. Anything in the preceding sentence to the contrary notwithstanding Seller shall be responsible for, and shall pay, any Taxes imposed with respect to the transfer of the Sale Shares.

7. Indemnification.

(a) Each Seller Party, jointly and severally, shall be liable to and shall indemnify, defend and hold Buyer and its affiliates (including the Company and its subsidiaries) and their respective successors and permitted assigns (each, a “Buyer Indemnified Party”) harmless from and against any and all claims, demands, actions, causes of action, judgments, damages, losses, liabilities, costs or expenses (each, a “Claim” and collectively, the “Claims”) which may be made or brought against a Buyer Indemnified Party or which it may suffer or incur as a result of, arising out of or relating to:

(i)

(x) any violation, contravention or breach of any covenant, agreement or obligation of any Seller Party under or pursuant to this Agreement or (y) any inaccuracy or breach of, any representation or warranty made by any Seller Party in this Agreement; or

(ii)

any Taxes imposed on the Seller Parties, any Taxes imposed on or with respect to the Sale Shares with respect to any taxable period (or portion thereof) that ends on or prior to the date on which the Closing occurs, any Taxes for which the Seller Parties are responsible pursuant to Section 6 hereof, and any Taxes required to be withheld by Buyer and/or its affiliates (including the Company and its subsidiaries) from the Purchase Price or the Additional Purchase Price; or

(iii)

any failure by a Seller Party to comply with the requirements of the PRC foreign exchange and outbound investment authorities or any violation of or non-compliance with PRC foreign exchange and outbound investment laws and regulations applicable to the Shares or a Seller Party in respect of the Shares.

(b) Upon obtaining knowledge thereof, any Buyer Indemnified Party (the “Indemnitee”) shall promptly notify either or both of the Seller Parties (the “Indemnitor”) in writing of any damage, claim, loss, liability or expense which the Indemnitee has determined has given or could give rise to a Claim under Section 7(a) hereof (a “Notice of Claim”). A Notice of Claim shall specify, in reasonable detail, the nature and estimated amount of any such Claim giving rise to a right of indemnification. The omission to so notify the Indemnitor shall not relieve the Indemnitor from any duty to indemnify, defend and hold harmless which otherwise might exist with respect to such Claim unless (and only to the extent that) the omission to notify prejudices the ability of the Indemnitor to exercise its right to defend provided in Section 7(d) hereof and results in a direct loss being incurred by the Indemnitor. The Indemnitor shall deliver or cause to be delivered to the Indemnitee copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of any such Claim and timely notices of any hearing or other court proceeding relating to such Claim.

(c) If any Buyer Indemnified Party shall have a claim that either or both of the Seller Parties is liable for any Claims, the Buyer Indemnified Party seeking indemnification shall

provide notice, within 90 days of its discovery of the Claim, of the nature and extent thereof, and the Seller Parties shall repay such Claim within 30 days thereafter or shall inform the Buyer Indemnified Party seeking indemnification that it is denying in good faith all or a portion of such Claim. If the Buyer Indemnified Party seeking indemnification disputes the denial of such Claim, it may thereupon proceed to enforce its rights under this Agreement, the Securities Pledge Agreement and the Escrow Agreement.

(d) With respect to any Claim set forth in a Notice of Claim relating to a third party Claim, the Indemnitor may elect to defend, at its own expense, any such Claim; provided, however, the Indemnitor shall not settle or compromise any claim, suit or action against the Indemnitee without the written consent of the Indemnitee, and the Indemnitee, at the expense of the Indemnitor, shall have the right to participate in the defense of any such third party Claim. The Indemnitee shall make available to the Indemnitor and its representatives all records and other materials reasonably required by them for use in contesting any third party Claim and shall cooperate reasonably with the Indemnitor and its representatives in the defense of all such Claims. If the Indemnitor does not so elect to defend any such third party Claim, the Indemnitee may so elect, but shall have no obligation to do so. It is agreed and understood that Indemnitor shall have the right to be informed of and consulted with in respect of any communications of Indemnitee with governmental taxing authorities forming the basis of any Claim.

8. Miscellaneous.

(a) Except as otherwise set forth in Section 7 hereof, all fees and expenses incurred by any of the parties hereto shall be borne by the party incurring such fees and expenses.

(b) Without limiting the other terms of this Agreement, after the Closing, Sellers shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer that may be required to convey and deliver the Sale Shares to Buyer and to perfect Buyer’s title thereto and to accomplish the transactions contemplated by this Agreement.

(c) This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, whether oral or written, among the parties hereto with respect to the subject matter hereof. This Agreement may not be amended orally, but may only be amended by an instrument in writing signed by each of the parties hereto.

(d) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their directors, officers, trustees, executors, heirs, legal representatives, successors and assigns. No Seller Party hereto may assign its obligations hereunder. Buyer may at its option assign this Agreement, including without limitation its indemnification rights hereunder, to any of its affiliates (including eLong and its subsidiaries). Except for the rights to indemnification by the Buyer Indemnified Parties pursuant to Section 7 hereof, nothing contained in this Agreement shall be deemed to give rise to any right in a person not a party hereto (other than any assignee of Buyer) or in a Seller Party or Buyer on behalf of any such person to seek enforcement of, or damages arising out of any alleged default with respect to, any provisions of this Agreement.

(e) All representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement and the delivery of the Sale Shares.

(f) This Agreement may be executed in any number of counterparts, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument.

(g) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without reference to the conflict of laws principles thereof.

(h) All notices and other communications under this Agreement shall be in writing and delivery thereof shall be deemed to have been made either (i) one business day after such notice shall have been deposited with a nationally-recognized overnight courier service, or (ii) when delivered by hand or transmitted by facsimile transmission, to the party entitled to receive the same at the address or facsimile number indicated below or at such other address or facsimile number as such party shall have specified by written notice to the other parties hereto given in accordance herewith:

(i)

if to any Seller Party, addressed to:

#3701, Tower A

Beijing Fortune Plaza

7 Dong San Huan Zhong Lu

Beijing, 100020

Attn: Tang Yue

Telecopy No: (86) 10-65308870

(ii)

if to Buyer, addressed to:

Expedia Asia Pacific – Alpha Limited

c/o Expedia, Inc.

333 108th Avenue, N.E.

Bellevue, Washington 98004

Attn.: Burke F. Norton

Telecopy No.: (425) 679-7251

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attn.: Ante Vucic, Esq. and Joey Shabot, Esq.

Telecopy No: (212) 403-2000

(i) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(j) Each of Buyer and each Seller Party hereby irrevocably consents and agrees that any legal action or proceeding against it or any of its assets with respect to any of the obligations arising under or relating to this Agreement shall be brought by Buyer or by any Seller Party in any state or federal court sitting in the State of Delaware (each, a “Delaware Court”), and by execution and delivery of this Agreement, Buyer and each Seller Party hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, the jurisdiction of the aforesaid courts and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any action therein. Each party hereto agrees that the summons and complaint or any other process in any action may be served by notice given in accordance with this Agreement, or as otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury. Notwithstanding the foregoing, and regardless of whether Buyer has already commenced a proceeding in a Delaware Court, Buyer may elect at its sole discretion to submit any dispute arising out of or in connection with this Agreement, including with those having to do with (i) its existence, validity or termination and realization of Buyer’s rights hereunder, or (ii) the enforcement of any interim or final order, award or decision issued by a Delaware Court addressing any matter in connection with this Agreement or the transactions contemplated hereby, to a competent PRC People’s Court where the Agreement is executed or performed, or where Tang is resident. Each Seller Party acknowledges that this right by Buyer to commence an action in a People’s Court does not limit or lessen its respective obligations hereunder in connection with their respective elections to submit to jurisdiction in a Delaware Court.

IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties has executed or caused this Agreement to be executed on the date first above written.


PURPLE MOUNTAIN HOLDING LTD.

By:		/s/ Justin Tang
Name:		Justin Tang
Title:		President

YUE (JUSTIN) TANG

/s/ Justin Tang

EXPEDIA ASIA PACIFIC – ALPHA LIMITED

By:		/s/ Burke F. Norton
Name:		Burke F. Norton
Title:		Director

EX-99.3 4 dex993.htm SECURITIES PLEDGE AGREEMENT DATED AS OF MAY 18, 2010 Securities Pledge Agreement Dated as of May 18, 2010

Exhibit 3

EXECUTION VERSION

SECURITIES PLEDGE AGREEMENT

THIS SECURITIES PLEDGE AGREEMENT (“Agreement”), dated as of May 18, 2010, is executed by and among PURPLE MOUNTAIN HOLDING LTD., a British Virgin Islands company having its registered office at 4^th Floor, Rodus Building, Road Reef, PO Box 765, Road Town, Tortola, British Virgin Islands (“Purple Mountain”) and YUE (JUSTIN) TANG, a citizen of the People’s Republic of China residing at #3701, Tower A, Beijing Fortune Plaza, 7 Dong San Huan Zhong Lu, Beijing, 100020 and sole shareholder of Purple Mountain (“Tang” and together with Purple Mountain, the “Pledgor Parties,” on the one hand, and EXPEDIA ASIA PACIFIC – ALPHA LIMITED, an exempted company incorporated with limited liability in the Cayman Islands (the “Secured Party”).

WHEREAS, the Pledgor Parties have agreed to pledge the Pledged Assets (as defined below) to secure the Obligations (as defined below) of the Pledgor Parties under that certain Stock Purchase Agreement dated as of even date hereof (the “Closing Date”) between the Pledgor Parties and the Secured Party; and

WHEREAS, simultaneously with the execution of this Agreement and the Stock Purchase Agreement, the Pledgor Parties are entering into the Escrow Agreement among CSC Trust Company of Delaware, as Escrow Agent (the “Escrow Agent”), each of the Pledgor Parties, and the Secured Party, substantially in the form of Exhibit A to this Agreement (the “Escrow Agreement”).

NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Pledge. Each of the Pledgor Parties hereby pledges to the Secured Party, and grants to the Secured Party a first priority security interest in all of the following property and interests in property of the applicable Pledgor Party (the “Pledged Assets”):

(a) all securities of eLong, Inc. (“eLong”) owned by, issued to, or to be issued to any of the Pledgor Parties, including without limitation such ordinary shares of eLong, par value $0.01 per share (the “Shares”), stock options exercisable for Shares (“Stock Options”), American Depository Shares each representing two Shares (“ADSs”), and performance units (“Performance Units”) as are listed on Schedule 1 to this Agreement (the “Pledged Securities”); and

(b) all proceeds of any of the foregoing.

Simultaneously with the execution of this Agreement, the Pledgor Parties have delivered to the Secured Party, and each of the Pledgor Parties hereby agree to deliver to the Secured Party from time to time: (i) the original share certificate(s) (if any) in respect of the Pledged Securities (or confirmation from eLong that it has not issued any such certificates to any Pledgor Party); (ii) blank, signed and undated transfers in respect of the Pledged Securities in the form set out in Annex 1 attached hereto; (iii) a memorandum signed by a director of eLong concerning the endorsement of a note of this Pledge on the Register of Members of eLong in the form set out in Annex 2; (iv) a notice of charge addressed by each Pledgor Party to eLong in the form set out in

Annex 3; (v) a shareholder proxy in favor of the Secured Party in the form set out in Annex 4; and (vi) such other documents of transfer as the Secured Party may from time to time reasonably request to enable the Secured Party to transfer, after the occurrence and during the continuance of a default in the payment, performance or observance of the Obligations (as defined below), the Pledged Assets into its name or the name of its nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”).

2. Security for Obligations. The Pledged Assets secures the obligation of each Pledgor Party, jointly and severally, to indemnify and hold the Secured Party and its affiliates (including eLong and its subsidiaries) and their respective successors and permitted assigns (each, a “Buyer Indemnified Party”) harmless from and against any and all claims, demands, actions, causes of action, judgments, damages, losses, liabilities, costs or expenses which may be made or brought against a Buyer Indemnified Party or which it may suffer or incur as a result of, arising out of or relating to:

(i)

(x) any violation, contravention or breach of any covenant, agreement or obligation of any Seller Party under or pursuant to the Stock Purchase Agreement or (y) any inaccuracy or breach of, any representation or warranty made by any Seller Party in the Stock Purchase Agreement; or

(ii)

any Taxes imposed on the Seller Parties, any Taxes imposed on or with respect to the Sale Shares (as defined in the Stock Purchase Agreement) with respect to any taxable period (or portion thereof) that ends on or prior to the date on which the Closing occurs, any Taxes for which the Seller Parties are responsible pursuant to Section 6 of the Stock Purchase Agreement, and any Taxes required to be withheld by Buyer and/or its affiliates (including the Company) from the Purchase Price or the Additional Purchase Price; or

(iii)

any failure by a Seller Party to comply with the requirements of the People’s Republic of China (“PRC”) foreign exchange, Taxes and outbound investment authorities or any violation of or non-compliance with PRC foreign exchange and outbound investment laws and regulations applicable to the Shares or a Seller Party in respect of the Shares.

as specified in the Stock Purchase Agreement (the “Obligations”); provided, however, that nothing herein shall be deemed to limit the monetary amount of Obligations that may arise to the value of the Pledged Assets.

3. Perfection of Security Interest. Upon receipt of any Pledged Assets, each of the Pledgor Parties agrees to immediately deliver to the Secured Party all certificates or other instruments evidencing any of the Pledged Assets which may at any time come into its possession.

4. Pledged Assets Adjustments. If, during the term of this Agreement:

(a) any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of the Secured Party, or any option, warrant or similar instrument included within the Pledged Assets is exercised, or both, or

(b) any subscription warrants, options or other rights in and to the Shares are issued in connection with the Pledged Assets,

then all new, substituted and additional shares, warrants, options, rights in and to the Shares or other securities, issued by reason of any of the foregoing shall constitute Pledged Assets hereunder and, at the request of Secured Party, shall be immediately delivered to and held by the Secured Party under the terms of this Agreement.

5. Representations and Warranties. Each of the Pledgor Parties, jointly and severally, represents and warrants to the Secured Party as follows:

(a) Each of the Pledgor Parties has the necessary legal capacity, power and authority to execute, deliver and carry out the terms and provisions of this Agreement and grant the pledge contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

(b) This Agreement has been duly and validly authorized, executed and delivered by each Pledgor Party and, assuming due authorization, execution and delivery by and on behalf of the Secured Party, constitutes a legal, valid and binding obligation of each Pledgor Party, enforceable in accordance with its terms;

(c) The execution and delivery of this Agreement do not, and the pledge granted under this Agreement will not, (i) violate or conflict with any provision of the trust, charter or organizational documents or by-laws or comparable documents of Purple Mountain, (ii) result in the imposition of any liens under, cause or permit the acceleration of any obligation under, or violate or conflict with the terms, conditions or provisions of, any note, indenture, security agreement, lease, guaranty, joint venture agreement, or other contract, agreement or instrument to which any Pledgor Party is a party or by which any Pledgor Party or any of the Shares is bound (other than this Agreement), or (iii) result in a breach or violation by any Pledgor Party of any law, rule or regulation or any order, injunction, judgment or decree of any court, governmental authority or regulatory agency;

(d) Except for the Sale Shares (as defined in the Stock Purchase Agreement), the securities of eLong listed on Schedule 1 to this Agreement constitute all the securities of eLong owned beneficially or of record by the Pledgor Parties. Tang is (and with respect to Shares underlying unexercised Stock Options, will be upon exercise), the sole legal and beneficial owner of the Pledged Assets listed on Schedule 1-A hereto, and Purple Mountain is (and with respect to Shares underlying unexercised Stock Options, will be upon exercise), the sole legal and beneficial owner of the Pledged Assets listed on Schedule 1-B hereto, in each case free and clear of any lien or adverse claim except for the lien created by this Agreement;

(e) Each of the Pledgor Parties has the right to assign, deposit, pledge and grant a security interest in or otherwise transfer the Pledged Assets free and clear of any liens other than the lien created hereunder;

(f) No consent, authorization, approval, or other action by, and no notice to or filing with, any governmental authority is required either (i) for the pledge of the Pledged Assets pursuant to this Agreement or for the execution or delivery by the Pledgor Parties of, or performance by the Pledgor Parties under, this Agreement or (ii) for the exercise by the Secured Party of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Assets pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally); and

(g) The pledge of the Pledged Assets pursuant to this Agreement creates a valid and first priority security interest in the Pledged Assets, in favor of the Secured Party for its benefit, securing the prompt and complete performance and observance of the Obligations.

6. Voting Rights. During the term of this Agreement, and except as otherwise provided in this Section 6, the Pledgor Parties shall have the right to vote the Pledged Securities on all corporate questions in a manner not inconsistent with the terms of this Agreement and the Articles of Association of eLong. After the occurrence and during the continuance of a default in the payment, performance or observance of the Obligations, the Secured Party may, at the Secured Party’s option and following written notice from the Secured Party to the Pledgor Parties, exercise all voting and other consensual powers pertaining to the Pledged Assets, including the right to take action by shareholder consent.

7. Dividends and Other Distributions. (a) So long as no default in the payment, performance or observance of the Obligations has occurred and is continuing:

(i) The Pledgor Parties shall be entitled to receive and retain any and all dividends in respect of the Pledged Assets, provided, that any and all

(A) dividends paid or payable other than in cash with respect to, and instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Pledged Assets; and

(B) dividends and other distributions paid or payable in cash with respect to any of the Pledged Assets on account of a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus;

shall be Pledged Assets, and, upon the request of the Secured Party, shall be forthwith delivered to the Secured Party to hold as Pledged Assets and shall, if received by any Pledgor Party, be received in trust for the Secured Party, be segregated from the other property or funds of such Pledgor Party, and, upon the request of the Secured Party, be delivered immediately to the Secured Party as Pledged Assets in the same form as so received (with any necessary endorsements); and

(ii) The Secured Party shall execute and deliver (or cause to be executed and delivered) to the applicable Pledgor Party all such proxies and other instruments as such Pledgor Party may reasonably request for the purpose of enabling such party to receive the dividends or interest payments which the applicable Pledgor Party is authorized to receive and retain pursuant to clause (i) above.

(b) After the occurrence and during the continuance of a default in the payment, performance or observance of the Obligations:

(i) All rights of the Pledgor Parties to receive the dividends which the Pledgor Parties would otherwise be authorized to receive and retain pursuant to Section 7(a)(i) hereof shall cease, and all such rights shall thereupon become vested in the Secured Party, which shall thereupon have the sole right to receive and hold as Pledged Assets such dividends and interest payments; and

(ii) All dividends and interest payments which are received by Pledgor Parties contrary to the provisions of clause (i) of this Section 7(b) shall be received in trust for the Secured Party, shall be segregated from other funds of the Pledgor Parties and shall be paid over immediately to the Secured Party as Pledged Assets in the same form as so received (with any necessary endorsements).

8. Transfers, Other Liens, Stock Option Exercises.

(a) Each of the Pledgor Parties agrees that it will not sell or otherwise dispose of, or grant any option or other rights with respect to, any of the Pledged Assets without the prior written consent of the Secured Party, provided that such consent shall not be withheld for the disposition by a Pledgor Party of up to 25% of any Option Shares Tranche. “Option Shares Tranche” means Escrowed Shares deposited with the Escrow Agent in respect of any single exercise of Stock Options exercised by a Pledgor Party on one date. The Secured Party may in its sole discretion withhold its consent to the disposition of the remaining 75% of any Option Shares Tranche, it being agreed that if the Secured Party consents to such disposition, the proceeds therefrom shall remain deposited with the Escrow Agent.

(b) Each of the Pledgor Parties agrees that it will not create or permit to exist any lien upon or with respect to any of the Pledged Assets except the lien in favor of the Secured Party created pursuant to this Agreement.

(c) Notwithstanding any stock option agreement or other agreement to the contrary, each of the Pledgor Parties hereby agrees that in the event of the exercise of any Stock Options held by the applicable Pledgor Party, any Shares to be delivered by eLong in respect of such exercise (net of applicable taxes, if any) shall be delivered to and deposited with the Escrow Agent in lieu of being delivered to the applicable Pledgor Party (such Shares, the “Escrowed Shares”). The Escrowed Shares and any proceeds therefrom shall be deemed to be Pledged Assets hereunder, provided that the cash proceeds from any disposition of the Escrowed Shares permitted under this Agreement and the Escrow Agreement shall be treated in the manner provided in the Escrow Agreement.

9. Remedies.

(a) The Secured Party may, after the occurrence and during the continuance of a default in the performance or observance of the Obligations, without notice and at its option, transfer or register the Pledged Assets or any part thereof into its or its nominee’s name with or without any indication that such Pledged Assets is subject to the lien created hereunder.

(b) The Secured Party shall have, in addition to any other rights given under this Agreement or any other document or by applicable law, all of the rights and remedies with respect to the Pledged Assets of a secured party under the Uniform Commercial Code as in effect from time to time in the State of Delaware. In addition, after the occurrence of a default in the performance or observance of the Obligations, the Secured Party shall have such powers of sale and other powers as may be conferred by applicable law. With respect to the Pledged Assets or any part thereof which shall then be in or shall thereafter come into the possession or custody of the Secured Party, or which the Secured Party shall otherwise have the ability to transfer under applicable law, the Secured Party may, in its sole discretion, without notice except as specified below, after the occurrence and during the continuance of a default in the payment, performance or observance of the Obligations, retain such Pledged Assets, or sell or cause the same to be sold at any exchange, broker’s board or at public or private sale, in one or more sales or lots, at such price as the Secured Party may deem best, for cash or on credit or for future delivery, without assumption of any credit risk, and the purchaser of any or all of the Pledged Assets so sold shall thereafter own the same, absolutely free and clear from any subordinate claim, encumbrance or right of any kind whatsoever. The Pledgor Parties will pay to the Secured Party all reasonable expenses (including, without limitation, reasonable attorneys’ fees and expenses) of, or incident to, the enforcement of any of the provisions hereof. The Secured Party agrees to apply any proceeds of the sale of the Pledged Assets to the Obligations and the Pledgor Parties shall remain liable for any deficiency following the sale of the Pledged Assets.

(c) Unless any of the Pledged Assets threatens to decline speedily in value or is or becomes of a type sold on a recognized market, the Secured Party will give the Pledgor Parties reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Notwithstanding any provision to the contrary contained herein, each of the Pledgor Parties agree that any requirements of reasonable notice shall be met if such notice is received by the Pledgor Parties as provided in Section 19 below at least ten (10) days before the time of the sale or disposition; provided, that the Secured Party may give any shorter notice that is commercially reasonable under the circumstances. Any other requirement of notice, demand or advertisement for sale is waived, to the extent permitted by law.

(d) Notwithstanding any provision to the contrary contained herein or in any stock option agreement or other agreement, each of the Pledgor Parties hereby agrees that if any Stock Options held by any Pledgor Party remain unexercised ten (10) days prior to the date when such Stock Options would otherwise expire, the Secured Party, in order to maintain its security, may, in its sole discretion, and without notice to the Pledgor Parties, exercise such Stock Options in lieu of the applicable Pledgor Party, and the Shares to be delivered by eLong in respect of such exercise shall be delivered to and deposited with the Escrow Agent and shall be Escrowed Shares, provided that upon the release of the Escrow Balance (as defined in the Escrow Agreement) or any prior sale of such Escrowed Shares, the exercise price (if any) paid by the Secured Party in respect of such Stock Options shall be reimbursed to it.

(e) In view of the fact that applicable law and the Articles of Association of eLong may impose certain restrictions on the method by which a sale of the Pledged Assets may be effected after a default in the performance or observance of the Obligations, the Pledgor Parties agree that after the occurrence and during the continuance of a default in the performance or observance of the Obligations, the Secured Party may, from time to time, attempt to sell all or any part of the Pledged Assets by means of a private placement restricting the bidders and prospective purchasers to those who are qualified and will represent and agree that they are purchasing for investment only and not for distribution. In so doing, the Secured Party may solicit offers to buy the Pledged Assets, or any part of it, from a limited number of investors deemed by the Secured Party, in its reasonable judgment, to be financially responsible parties who might be interested in purchasing the Pledged Assets.

10. Security Interest Absolute. The respective rights of the Secured Party, the liens created and all obligations of the Pledgor Parties, in each case hereunder, shall be absolute and unconditional irrespective of:

(a) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations;

(b) any exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any part of the Obligations; or

(c) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor Parties in respect of the Obligations or of this Agreement.

11. The Secured Party Appointed Attorney-in-Fact. Each of Tang and Purple Mountain hereby appoints the Secured Party his or its attorney-in-fact, with full authority, in the name of Tang or Purple Mountain or otherwise, after the occurrence and during the continuance of a default in the payment, performance or observance of the Obligations, from time to time in the Secured Party’s sole discretion, to take any lawful action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to any of the Pledgor Parties representing any dividend or other distribution in respect of the Pledged Assets or any part thereof and to give full discharge for the same and to arrange for the transfer of all or any pad of the Pledged Assets on the books of the Secured Party to the name of the Secured Party or the Secured Party’s nominee.

12. Waivers. Each of the Pledgor Parties waives presentment and demand for payment of any of the Obligations, protest and notice of dishonor or the occurrence of any default with respect to any of the Obligations, and all other notices to which the Pledgor Parties might otherwise be entitled, except as otherwise expressly provided herein.

13. Term. This Agreement shall remain in full force and effect until the third anniversary of the Closing Date, unless there has occurred or is there continuing a default in the payment, performance or observance of the Obligations, in which event this Agreement shall continue in effect after the third anniversary of the Closing Date until such default has been cured (the “Termination Date”). Upon the Termination Date, the Secured Party will release the security interest created hereunder and, if it then has possession of the Pledged Assets, will deliver the Pledged Assets and the Powers to Purple Mountain free and clear of all liens created by the Secured Party.

14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Pledgor Parties, the Secured Party and their respective successors and assigns. The Secured Party may at its option assign this Agreement to any of its affiliates (including eLong and its subsidiaries), in which event references herein to the Secured Party shall be deemed to also include its assignee. The Pledgor Parties’ successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession of or for any Pledgor Party.

15. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without reference to the conflict of laws principles thereof.

16. Severability of Provisions. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. To the extent permitted by applicable law, the Pledgor Parties hereby waive any provision of applicable law that renders any provision hereof prohibited or unenforceable in any respect.

17. Further Assurances. Each of the Pledgor Parties agrees to cooperate with the Secured Party and will execute and deliver, or cause to be executed and delivered, all such other stock powers, proxies, instruments and documents, and will take all such other actions, including, without limitation, the execution and filing of financing statements, as the Secured Party may reasonably request from time to time in order to carry out the provisions and purposes of this Agreement.

18. Duty of Care. The Secured Party shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law, including, without limitation, acts, omissions, errors or mistakes with respect to the Pledged Assets, except for those arising out of or in connection with such person’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Secured Party shall not be under any obligation to take any steps necessary to preserve rights in the Pledged Assets against any other parties.

19. Notices. All notices and other communications under this Agreement shall be in writing and delivery thereof shall be deemed to have been made either (i) one day after such notice shall have been deposited with an internationally-recognized overnight courier service, or (ii) when delivered by hand or transmitted by facsimile transmission, to the party entitled to receive the same at the address or

facsimile number indicated below or at such other address or facsimile number as such party shall have specified by written notice to the other parties hereto given in accordance herewith:

(i)

if to any Pledgor Party, addressed to:

#3701, Tower A

Beijing Fortune Plaza

7 Dong San Huan Zhong Lu

Beijing, 100020

Attn: Tang Yue

Telecopy No: (86) 10-65308870

(ii)

if to Secured Party, addressed to:

Expedia Asia Pacific – Alpha Limited

c/o Expedia, Inc.

333 108th Avenue, N.E.

Bellevue, Washington 98004

Attn.: Burke F. Norton

Telecopy No.: (425) 679-7251

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attn.: Ante Vucic, Esq. and Joey Shabot, Esq.

Telecopy No: (212) 403-2000

20. Amendments, Waivers and Consents. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

21. Consent to Jurisdiction and Service of Process. Each of the Pledgor Parties and the Secured Party hereby irrevocably consents and agrees that any legal action or proceeding against it or any of its assets with respect to any of the obligations arising under or relating to this Agreement shall be brought by the Secured Party or by any Pledgor Party in any state or federal court sitting in the State of Delaware (each, a “Delaware Court”), and by execution and delivery of this Agreement, Secured Party and each Pledgor Party hereby irrevocably submits to and

accepts with regard to any such action or proceeding, for itself and in respect of its property, the jurisdiction of the aforesaid courts and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any action therein. Each party hereto agrees that the summons and complaint or any other process in any action may be served by notice given in accordance with this Agreement, or as otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury. Notwithstanding the foregoing, and regardless of whether Secured Party has already commenced a proceeding in a Delaware Court, Secured Party may elect at its sole discretion to submit any dispute arising out of or in connection with this Agreement, including with those having to do with (i) its existence, validity or termination and realization of Secured Party’s rights hereunder, or (ii) the enforcement of any interim or final order, award or decision issued by a Delaware Court addressing any matter in connection with this Agreement or the transactions contemplated hereby, to a competent PRC People’s Court where the Agreement is executed or performed, or where Tang is resident. Each Pledgor Party acknowledges that this right by Secured Party to commence an action in a People’s Court does not limit or lessen its respective obligations hereunder in connection with their respective elections to submit to jurisdiction in a Delaware Court.

22. Section Headings. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof.

23. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.

24. Entire Agreement. This Agreement and the Stock Purchase Agreement embody the entire agreement among the Pledgor Parties and the Secured Party relating to the subject matter hereof and thereof and supersedes all prior agreements, representations and understandings, if any, relating to the subject matter hereof and thereof.

IN WITNESS WHEREOF, Tang, Purple Mountain and the Secured Party have each caused this Agreement to be duly executed and delivered as of the date first set forth above.

/s/ Justin Tang

Yue (Justin) Tang, as Pledgor


Purple Mountain Holdings Ltd., as Pledgor

By:		/s/ Justin Tang
Name:		Justin Tang
Title:		President

Expedia Asia Pacific – Alpha Limited, as Secured Party

By:		/s/ Burke F. Norton
Name:		Burke F. Norton
Title:		Director

Schedule 1-A

Tang Pledged Securities

Shares: 0 (zero)

ADSs: 0 (zero)

Performance Units: 17,697

Stock Options: 316,250


Number of Shares Underlying	Exercise Price		Expiration Date
316,250	$	5.25	July 23, 2014

Schedule 1-B

Purple Mountain Pledged Securities

Shares: 0 (zero)

ADSs: 0 (zero)

Stock Options: 1,706,250

Performance Units: 0 (zero)


Number of Shares Underlying	Exercise Price		Expiration Date
1,377,430	$	0.50	April 17, 2011
156,250	$	1.53	August 31, 2013

Annex 1

Share Transfer

The Undersigned, [Purple Mountain Holding Ltd.][Yue (Justin) Tang], (the “Transferor”), for value received does hereby transfer to Expedia Asia Pacific – Alpha Limited (the “Transferee”), the [ ] shares standing in its name in the undertaking called eLong, Inc. to hold the same unto the Transferee.


		Signed by the Transferor in the presence of:


		Witness


		*[Purple Mountain Holding Ltd.]*
		*[Yue (Justin) Tang]*

		Signed by the Transferee in the presence of:


		Witness


		*[Chargee]*

		Dated this [ ] day of [ ] 201

Annex 2

Director’s Memorandum

eLong, Inc.

PO Box [ ]

Grand Cayman

Cayman Islands


To:		Expedia Asia Pacific – Alpha Limited.

[ ] 2010

Dear Sirs

Re: Share Pledge

I confirm that we have been instructed by each of [Purple Mountain Holding Ltd.] and [Yue (Justin) Tang], to make and shall accordingly make an annotation of the existence of the security interests created by each of Purple Mountain Holding Ltd., Yue (Justin) Tang, in favour of Expedia Asia Pacific – Alpha Limited, noting the existence of the security interests created in favour of Expedia Asia Pacific – Alpha Limited, by the Securities Pledge Agreement between Purple Mountain Holding Ltd., Yue (Justin) Tang, and Expedia Asia Pacific – Alpha Limited and dated 18th day of May 2010 in the Register of Members of eLong, Inc. upon the exercise of any of the stock options listed in Schedule 1-A and Schedule 1-B of the Securities Pledge Agreement.


		Yours sincerely,


		Director

Annex 3

Notice of Charge

[On Shareholder’s Letterhead]


To:		eLong, Inc.

[ ] 2010

Dear Sirs

Re: Share Pledge

We hereby notify you that pursuant to a Securities Pledge Agreement between Purple Mountain Holding Ltd., Yue (Justin) Tang, and Expedia Asia Pacific – Alpha Limited and dated the 18th day of May 2010 (the “Share Pledge”), each of Purple Mountain Holding Ltd. and Yue (Justin) Tang have granted a security interest over all of the shares standing in its name in eLong, Inc. and at any time after Expedia Asia Pacific – Alpha Limited notifies you that a default has occurred pursuant to the Share Pledge you may take such steps to register Expedia Asia Pacific – Alpha Limited as the registered holder of the shares pursuant to the Share Pledge.

Yours faithfully

for and on behalf of

Purple Mountain Holding Ltd.

Yue (Justin) Tang

Annex 4

Irrevocable Proxy

eLong, Inc.

The undersigned, [Purple Mountain Holding Ltd.][Yue (Justin) Tang], being the legal owner of [ ] issued shares (the “Shares”) in the share capital of eLong, Inc. (the “Company”), a company incorporated in the Cayman Islands, hereby makes, constitutes and appoints Expedia Asia Pacific – Alpha Limited (the “Attorney”) as the true and lawful attorney and proxy of the undersigned with full power to appoint a nominee or nominees to act hereunder from time to time and to vote the Shares of the Company at all general meetings of shareholders or stockholders of the Company with the same force and effect as the undersigned might or could do and to requisition and convene a meeting or meetings of the shareholders of the Company for the purpose of appointing or confirming the appointment of new directors of the Company and/or such other matters as may in the opinion of the Attorney be necessary or desirable for the purpose of implementing the Share Pledge referred to below and the undersigned hereby ratifies and confirms all that the said attorney or its nominee or nominees shall do or cause to be done by virtue hereof.

The Shares have been pledged to the Attorney pursuant to Securities Pledge Agreement between Purple Mountain Holding Ltd., Yue (Justin) Tang, and Expedia Asia Pacific – Alpha Limited and dated [ ] day of May 2010 (the “Share Pledge”).

This power and proxy is given to secure a proprietary interest of the donee of the power or the performance of an obligation owed to the donee and is irrevocable and shall remain irrevocable as long as the Share Pledge is in force.

IN WITNESS whereof this instrument has been duly executed this [ ] 2010 as a deed.

EXECUTED and )

DELIVERED as a DEED by )

[Purple Mountain Holding Ltd.][Yue (Justin) Tang], )

Director

EX-99.4 5 dex994.htm SECURITIES ESCROW AGREEMENT DATED AS OF MAY 18, 2010 Securities Escrow Agreement Dated as of May 18, 2010

Exhibit 4

EXECUTION COPY

SECURITIES ESCROW AGREEMENT

THIS SECURITIES ESCROW AGREEMENT (the “Agreement”) is dated as of May 18, 2010, 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 (“Seller”) 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 Seller (“Tang” and together with Seller, “Seller Parties”), on the one hand, and EXPEDIA ASIA PACIFIC – ALPHA LIMITED, an exempted company incorporated with limited liability in the Cayman Islands (“Buyer”), on the other hand, and CSC Trust Company of Delaware, as escrow agent (“Escrow Agent”).

RECITALS

WHEREAS, simultaneously with the execution of this Agreement, the Seller Parties and Buyer are entering into a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which Seller will sell to Buyer, and Buyer will purchase from Seller, 1,372,570 ordinary shares, par value $0.01 per share (the “Shares”), of eLong, Inc. (the “Company”) and 513,715 American Depository Shares of the Company, each representing two Shares, for an aggregate of 2,400,000 Shares; and

WHEREAS, simultaneously with the execution of this Agreement, the Seller Parties and Buyer are entering into a Securities Pledge Agreement (the “Pledge Agreement”), pursuant to which the Seller Parties pledges to Buyer the Pledged Assets (as defined therein) to secure their indemnification obligations set forth in the Stock Purchase Agreement; and

WHEREAS, Seller Parties and Buyer have agreed that as security for certain of the obligations of the Seller Parties under the Pledge Agreement, the Seller Parties and Buyer are entering into this Agreement;

WHEREAS, Seller Parties and Buyer have agreed that the Escrowed Shares (as defined below) shall be held in escrow; and

WHEREAS, the Buyer and Seller Parties have requested that Escrow Agent act as escrow agent and hold the Escrowed Shares pursuant to the terms and conditions contained herein, and Escrow Agent has agreed to so act.

NOW THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:

1. Appointment. Escrow Agent agrees to act as Escrow Agent as set forth herein, and as such escrow agent to receive, administer and dispose of any Shares obtained by or on behalf of any Seller Party in respect of a stock options exercisable for Shares, pursuant to the Pledge Agreement (the “Escrowed Shares”). Escrowed Shares deposited with the Escrow Agent in respect of any single exercise of Stock Options exercised from time to time by a Seller Party on any one date is referred to herein as an “Option Shares Tranche”. All proceeds

earned on or distributed with respect to the Escrowed Shares delivered to Escrow Agent pursuant to the terms of the Pledge Agreement, as well as interest and proceeds earned thereon, are hereinafter referred to as “Proceeds”. The Escrowed Shares and the Proceeds are hereinafter together referred to as the “Escrow Balance”.

2. Rights, Duties and Immunities.

(a) Acceptance by Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which all parties to this Agreement hereby agree shall govern and control the rights, duties and immunities of Escrow Agent:

(i) Escrow Agent shall hold and safeguard the Escrow Balance in a separate escrow account, until all of the funds therein are disbursed in accordance with the terms of this Agreement, shall treat the funds therein in accordance with the terms of this Agreement and not as the property of any party hereto, and shall hold and dispose of Escrow Balance only in accordance with the terms of this Agreement.

(ii) The duties and obligations of Escrow Agent shall be determined solely by the express provisions of this Agreement and no such other duties shall be implied, and Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Agreement, and Escrow Agent shall not be deemed to have any knowledge of or responsibility for the terms of any other agreement, or document. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

(iii) Escrow Agent shall not be responsible in any manner whatsoever for any failure or inability of the Buyer or of anyone else, to deliver the Escrowed Shares to Escrow Agent or otherwise to honor any of the provisions of this Agreement or the Pledge Agreement.

(iv) The Buyer will reimburse and indemnify Escrow Agent, and its directors, officers, agents and employees for, and hold it harmless from and against, any losses, liabilities or expenses, including but not limited to outside counsel expenses, arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, except for losses caused by the bad faith, willful misconduct or gross negligence of Escrow Agent. Without limiting the foregoing, Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith in accordance with the terms hereof, including any liability for any delays not resulting from its gross negligence or willful misconduct or any loss of Interest incident to any such delays. The provisions of this section shall survive any termination of this Agreement or of the services of Escrow Agent hereunder.

(v) Escrow Agent shall be fully protected in acting on and relying upon any written notice, direction, request, waiver, consent, receipt or other paper or document that Escrow Agent in good faith believes to have been signed or presented by the proper party or parties.

(vi) Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything that it may do or refrain from doing in connection herewith, except its own bad faith, willful misconduct or gross negligence.

(vii) Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel.

(viii) Escrow Agent makes no representation and shall have no duty to investigate the validity, value, genuineness or collectability of any security, document or instrument held by or delivered to it.

(b) If a controversy arises between the parties hereto, or between any of the parties hereto and any person not a party hereto, as to whether or not or to whom Escrow Agent shall deliver the Escrow Balance, or any portion thereof, or as to any other matter arising out of or relating to the Escrow Balance or this Agreement, Escrow Agent shall not determine the same and shall not make any delivery of any disputed portion of the Escrow Balance, but shall retain the same until the rights of the parties to the dispute shall have finally been determined by written agreement among the parties in dispute or by order of a court of competent jurisdiction. Escrow Agent shall deliver the Escrow Balance, or any portion thereof, within 7 calendar days (as defined below) after Escrow Agent has received a joint written notice from the Buyer and Seller Parties or a notice from any of the parties enclosing a copy of the written order (nonappealable or for which the appeal process has lapsed) of a court of competent jurisdiction, in accordance with the terms thereof. Escrow Agent shall be entitled to assume that no such controversy has arisen unless it has received a written notice that such a controversy has arisen that refers specifically to this Agreement and identifies by name and address the adverse claimants in the controversy. If a controversy of the type referred to in this section arises, Escrow Agent may, in its sole discretion (but shall not be obligated to), commence interpleader or similar actions or proceedings for the determination of the controversy.

3. Sale and Release of Escrow Balance.

(a) Upon receipt by Escrow Agent from Buyer of an affidavit (a “Default Notice”) certifying as to the occurrence and continuance of an default under the Obligations (as defined in the Pledge Agreement) (“Event of Default”), Escrow Agent shall (i) provide a copy of such Default Notice to the Seller Parties by facsimile and overnight courier as provided in Section 6 hereof within five (5) calendar days of receipt of such Default Notice and (ii) unless

Escrow Agent shall have received from any Seller Party an affidavit (an “Objection Notice”) to the effect that Buyer was not yet entitled to the receipt of the Escrow Balance by the seventh (7^th) calendar day after the date Escrow Agent transmits such Default Notice to the Seller Parties, then promptly thereafter, on the first business day following such seventh (7^th) calendar day, deliver the Escrow Balance at the written direction of Buyer. Upon receipt of a Objection Notice, Escrow Agent shall promptly deliver a copy thereof to Buyer and shall hold the Escrow Balance pursuant to Section 2(b) hereof.

(b) Upon receipt by Escrow Agent from any Seller Party of an affidavit (a “Sale Notice”) that a Seller Party is exercising its right to sell the Escrowed Shares representing a portion of any Option Shares Tranche in accordance with the terms of the Pledge Agreement, Escrow Agent shall (i) provide a copy of such Sale Notice to Buyer by facsimile and overnight courier as provided in Section 6 hereof within five (5) calendar days of receipt of such Sale Notice and (ii) unless Escrow Agent shall have received from Buyer an affidavit stating an Objection Notice to the effect that the applicable Seller Party was not entitled to sell such Escrowed Shares by the fifteenth (15^th) calendar day after the date Escrow Agent transmits such Sale Notice to the Buyer (or sooner as agreed to by Buyer in writing), Escrow Agent shall sell such Escrowed Shares out of the Escrow Balance, on behalf of and in accordance with the instructions of the applicable Seller Party, and shall deposit and retain any Proceeds from the sale of the Escrowed Shares in the Escrow Account. In the absence of joint written instructions of the parties to the contrary, any cash deposited as part of the Escrow Balance shall be invested in BlackRock Temp Fund Cash Management Shares (the “Investment”), an institutional money market mutual fund for which the Escrow Agent serves as shareholder servicing agent and/or custodian or subcustodian. The parties hereto: (i) acknowledge Escrow Agent’s disclosure of the services CSC is providing to and the fees it receives from BlackRock; (ii) consent to the Escrow Agent’s receipt of these fees in return for providing shareholder services for the Investment; and (iii) acknowledge that the Escrow Agent has provided on or before the date hereof a BlackRock Temp Fund Cash Management Shares prospectus which discloses, among other things, the various expenses of the Investment and the fees to be received by the Escrow Agent.

(c) Upon receipt by Escrow Agent from any Seller Party of an affidavit (a “Withdrawal Notice”) that a Seller Party is exercising its right to withdraw cash Proceeds from the Escrow Account in accordance with the terms of the Pledge Agreement (the “Permitted Withdrawal Amount”), Escrow Agent shall (i) provide a copy of such Withdrawal Notice to Buyer by facsimile and overnight courier as provided in Section 6 hereof within five (5) calendar days of receipt of such Withdrawal Notice and (ii) unless Escrow Agent shall have received from Buyer an affidavit stating an Objection Notice to the effect that the applicable Seller Party was not entitled to withdraw such cash Proceeds by the fifteenth (15^th) calendar day after the date Escrow Agent transmits such Withdrawal Notice to the Buyer (or sooner as agreed to by Buyer in writing), on the first business day following such fifteen (15) day calendar period, Escrow Agent shall remit the Permitted Withdrawal Amount to the applicable Seller Party, in accordance with the payment instructions provided by such Seller Party, and such amount shall be deducted from the Escrow Balance.

(d) Escrow Agent shall otherwise hold the Escrow Balance until receipt from the Seller Parties of a joint affidavit to the effect that all of the obligations under the Pledge Agreement have been satisfied and that the Seller Parties are entitled to the return of the Escrow Balance pursuant to the terms of the Pledge Agreement (the “Payoff Notice”). Upon receipt of the Payoff Notice, Escrow Agent shall (i) provide a copy of such Payoff Notice to Buyer by facsimile and overnight courier as provided in Section 6 hereof within one (5) calendar days for receipt of such Payoff Notice and, (ii) unless Escrow Agent shall have received from a Seller Party an affidavit to the effect that the Seller Parties were not yet entitled to the return of the Escrow Balance (a “Challenge Notice”) by the fifteenth (15^th) calendar days after the date Escrow Agent receives such Payoff Notice, then, on the first business day following such fifteen (15) day period, promptly thereafter deliver the Escrow Balance to the applicable Seller Party. Upon receipt of a Challenge Notice, Escrow Agent shall promptly deliver a copy thereof to the Buyer and shall hold the Escrow Balance pursuant to Section 2(b) hereof.

(e) Other than as provided in this Section 3, Escrow Agent shall hold the Escrow Balance until jointly executed written instructions for its disposition are provided by the Buyer and Seller Parties or as otherwise directed by a court of competent jurisdiction.

4. Resignation or Removal of Escrow Agent; Successor Escrow Agent.

(a) Escrow Agent may resign at any time upon thirty (30) calendar days’ prior notice to Seller Parties and Buyer, and may be removed by the joint written instructions of Seller Parties and Buyer upon thirty (30) calendar days’ prior notice to Escrow Agent. Prior to the effective date of the resignation or removal of Escrow Agent or any successor escrow agent, Seller Parties and Buyer shall jointly appoint a successor escrow agent to hold the Escrow Balance, and any such successor escrow agent shall execute and deliver to the predecessor escrow agent an instrument accepting such appointment, upon which such successor agent shall, without further act, become vested with all of the rights, powers and duties of the predecessor escrow agent as if originally named herein. If no successor escrow agent is appointed prior to the effective date of the termination or resignation of Escrow Agent, Escrow Agent may place all of the Escrow Balance at the disposal of a court and petition the court to act as the successor escrow agent or to appoint another entity to act as the successor escrow agent.

(b) Upon delivery of the Escrow Balance to any successor Escrow Agent designated by each of the Seller Parties and Buyer in writing, or to any court of competent jurisdiction, Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of Escrow Agent shall take effect on the earlier of the appointment of a successor escrow agent or the day that is thirty (30) calendar days after the date of delivery of Escrow Agent’s written notice of resignation to Seller Parties and Buyer. In the event that a successor Escrow Agent has not been appointed at the expiration of such thirty-day period, Escrow Agent’s sole responsibility hereunder shall be the safekeeping of the Escrow Balance and to deliver the Escrow Balance in accordance with any written instruction of Seller Parties and Buyer or as any court of competent jurisdiction may order.

(c) If Escrow Agent receives a written notice signed by Seller Parties and Buyer stating that they have selected another Escrow Agent, Escrow Agent shall deliver the Escrow Balance to the successor Escrow Agent named in the aforesaid notice within ten (10) calendar days after its receipt of such notice.

5. Fees. A $500.00 one-time set up fee and $2,500.00 annual escrow agent for Escrow Agent’s services hereunder, together with any expenses reasonably incurred by Escrow Agent in connection with this Agreement shall be paid by the Buyer.

6. Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed by domestic or international express courier, with a courtesy copy via facsimile or e-mail (which shall not be considered notice), and shall be deemed given five calendar days after so mailed, and shall be addressed as follows:

If to Escrow Agent:

CSC Trust Company of Delaware

Attention: Escrow Administration

2711 Centerville Road

One Little Falls Centre

Wilmington, DE 19808

Facsimile: 302-636-8666

Telephone: 866-291-6119

Email: ahalpern@cscinfo.com

If to Buyer:

#3701, Tower A

Beijing Fortune Plaza

7 Dong San Huan Zhong Lu

Beijing, 100020

Attn: Tang Yue

Telecopy No: (86) 10-65308870

If to any Seller Party:

Expedia Asia Pacific – Alpha Limited

c/o Expedia, Inc.

333 108th Avenue, N.E.

Bellevue, Washington 98004

Attn.: Attn.: Burke F. Norton

Telecopy No.: (425) 679-7251

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attn.: Ante Vucic, Esq. and Joey Shabot, Esq.

Telecopy No: (212) 403-2000

7. Entire Agreement and Modification. This Agreement, the Stock Purchase Agreement and the Pledge Agreement constitutes the entire agreement between the parties hereto with respect to the matters contemplated herein and therein, and supersedes all prior agreements and understandings with respect thereto. Any amendment, modification, or waiver of this Agreement shall not be effective unless in writing. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege.

8. Governing Law. This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to otherwise applicable principles of conflicts of law. Each party hereto hereby irrevocably consents and agrees that any legal action or proceeding against it or any of its assets with respect to any of the obligations arising under or relating to this Agreement shall be brought in any state or federal court sitting in the State of Delaware, and by execution and delivery of this Agreement, each party hereto hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, the jurisdiction of the aforesaid courts and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any action therein. Each party hereto agrees that the summons and complaint or any other process in any action may be served by notice given in accordance with this Agreement, or as otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury.

9. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts (delivery of which may occur via facsimile or as an attachment to an electronic mail message in “pdf” or similar format), each of which shall be binding as of the date first written above, and, when delivered, all of which shall constitute one and the same instrument. This Agreement and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or as an attachment to an electronic mail message in “pdf” or similar format, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

10. Further Assurances. Each of the parties hereto shall execute such further instruments and take such other actions as any other party shall reasonably request in order to effectuate the purposes of this Agreement.

11. Binding Effect; Severability. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, and administrators. If any provision of this Agreement shall be or become illegal or unenforceable in whole or in part for any reason whatsoever, the remaining provisions shall nevertheless be deemed valid, binding and subsisting.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, this Agreement has been executed as of the date first-above written.


BUYER:

EXPEDIA ASIA PACIFIC – ALPHA LIMITED

By:		/s/ Burke F. Norton
Name:		Burke F. Norton
Title:		Director

SELLER PARTIES:

PURPLE MOUNTAIN HOLDING LTD.

By:		/s/ Justin Tang
Name:		Justin Tang
Title:		President

YUE (JUSTIN) TANG

/s/ Justin Tang

ESCROW AGENT:

CSC Trust Company of Delaware

By:		/s/ Alan R. Halpern
Name:		Alan R. Halpern
Title:		Vice President

[Signature Page to Escrow Agreement]

EX-99.5 6 dex995.htm STOCK PURCHASE AGREEMENT DATED AS OF MAY 28, 2010 Stock Purchase Agreement Dated as of May 28, 2010

Exhibit 5

EXECUTION COPY

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of May 28, 2010 (the “Agreement”), by and between LAWRENCE AURIANA, a United States citizen (“Seller”) and SANDGRAIN SECURITIES INC., a Delaware corporation (“Seller Representative”) (together with Seller, “Seller Parties”), on the one hand, and EXPEDIA ASIA PACIFIC – ALPHA LIMITED, an exempted company incorporated with limited liability in the Cayman Islands (“Buyer”), on the other hand.

WHEREAS, this Agreement sets forth the terms and conditions upon which Seller Representative will sell to Buyer, and Buyer will purchase from Seller Representative, 500,000 American Depository Shares of eLong, Inc. (the “Company”), each representing two ordinary shares, par value $0.01 per share (the “Shares”) of the Company, for an aggregate of 1,000,000 Shares; and

WHEREAS, the Sale Shares (as defined below) are held for the benefit of Seller in a discretionary account with Seller Representative, with Mr. Angelo Frank Perrone being authorized to direct the disposition of such shares.

In consideration of and reliance upon the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

1. Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, Seller Representative hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller Representative an aggregate of 1,000,000 Shares (the “Sale Shares”), for a purchase price equal to $7.00 per Share (the “Purchase Price”) (subject to adjustment as provided in Section 2), free and clear of all liens, claims, options, proxies, voting agreements, charges and encumbrances of whatever nature (collectively, “Liens”), payable against delivery of the Shares simultaneously with the execution of this Agreement by wire transfer in immediately available funds to the account specified on Schedule 1 to this Agreement, the receipt of which is hereby acknowledged by Seller Representative.

2. Additional Purchase Price.

(a) If, (A) on or prior to the date that is 18 months after the date hereof, Buyer or any affiliate thereof (other than the Company and its subsidiaries) consummates a Significant Transaction (as defined below), or (B) on or prior to the date that is 3 months after the date hereof, Buyer or any affiliate thereof (other than the Company and its subsidiaries) consummates a Negotiated Purchase Transaction (as defined below) (a Significant Transaction or a Negotiated Purchase Transaction are each also referred to as a “Subsequent Transaction”), in the case of clauses (A) and (B) pursuant to which Buyer pays in excess of $7.00 per Share in Consideration in such Subsequent Transaction, Buyer will pay to Seller Representative by a wire transfer of immediately available funds within three business days following the consummation of the Subsequent Transaction, the Additional Purchase Price, to a bank account previously designated to Buyer by Seller Representative (or if no such account is designated, to the account specified on Schedule 1 to this Agreement); provided, however, that Buyer shall be entitled to set-off

against any obligation to pay the Additional Purchase Price any amounts due to Buyer Indemnified Parties (as defined below) with respect to the indemnification provisions in Section 7 hereof.

(b) For purposes of this Agreement:

(ii) “Consideration” means, (1) in the case of cash, the amount thereof, or (2) in the case of stock or other property, the fair market value thereof as reasonably determined by Buyer.

(v) the “Additional Purchase Price” means (if any):

(1) in respect of a Significant Transaction, (a) if the Significant Transaction (if any) is completed on or before the six month anniversary of the date hereof and the Consideration per Share paid in such transaction is in excess of $7.00, the product of (i) the number of Sale Shares, multiplied by (ii) the amount by which the Consideration per Share in the Significant Transaction exceeds $7.00; (b) if the Significant Transaction (if any) is completed after six months after the date hereof but on or before the 12 month anniversary of the date hereof and the Consideration per Share paid in such transaction is in excess of $7.00, the product of (x) 0.85, multiplied by (y) the product of (i) the number of Sale Shares, multiplied by (ii) the amount by which the Consideration per Share in the Significant Transaction exceeds $7.00; and (c) if the Significant Transaction (if any) is completed after twelve months after the date hereof but on or before the 18 month anniversary of the date hereof and the Consideration per Share paid in such transaction is in excess of $7.00, the product of (x) 0.50, multiplied by (y) the product of (i) the number of Sale Shares, multiplied by (ii) the amount by which the Consideration per Share in the Significant Transaction exceeds $7.00; provided, however, that, for the avoidance of doubt, (A) there can be no more than one Significant Transaction and (B) the Consideration per Share in the

Significant Transaction for purposes of this definition shall be the Consideration per Share paid in the merger, scheme of arrangement or tender offer, as applicable, but shall not include any purchases made by the acquiror in the Significant Transaction (including Buyer or any of its affiliates or any third party), whether in open-market transactions or privately negotiated transactions, prior to or outside of such merger, scheme of arrangement or tender offer; and

(2) in respect of a Negotiated Purchase Transaction that is completed on or before the 3 month anniversary of the date hereof and where the cash consideration per Share paid in such transaction is in excess of $7.00, the product of (i) the number of Sale Shares, multiplied by (ii) the amount by which the cash consideration per Share in the Negotiated Purchase Transaction exceeds $7.00; and

(vi) “$” means United States Dollars.

3. Deliveries; Payment; Closing. Simultaneously with the execution of this Agreement, Seller Representative shall deliver to Buyer a signed instrument of transfer in the form attached as Schedule 2 to this Agreement accompanied by (if applicable) a Share certificate or certificates (endorsed to Buyer), representing the number of Sale Shares, together with any documents (including without limitation broker’s transfer instructions) that, in the reasonable judgment of Buyer, are necessary to transfer and convey to, and vest in, Buyer good and valid title to the Sale Shares. The closing of the purchase and sale of the Sale Shares shall take place on the date hereof (the “Closing”) at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019.

4. Representations and Warranties of the Seller Parties. Each of the Seller Parties, jointly and severally, represents and warrants to Buyer as follows:

(a) Seller Representative has the necessary legal capacity, power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

(b) This Agreement, assuming due authorization, execution and delivery by and on behalf of Buyer, constitutes a legal, valid and binding obligation of each Seller Party, enforceable in accordance with its terms;

(c) As of the date hereof the Sale Share are held for the benefit of Seller in a discretionary account with Seller Representative, and Seller is the owner, beneficially and of record, of the Sale Shares, free and clear of any Liens and Seller Representative will transfer at Closing to Buyer good and valid title to the Sale Shares free and clear of any Liens;

provisions of, any note, indenture, security agreement, lease, guaranty, joint venture agreement, or other contract, agreement or instrument to which any Seller Party is a party or by which any Seller Party or any of the Sale Shares is bound, or (iii) result in a breach or violation by any Seller Party of any law, rule or regulation or any order, injunction, judgment or decree of any court, governmental authority or regulatory agency;

(e) There exists no restriction upon the sale and delivery to Buyer of the Sale Shares by any Seller Party, nor is any Seller Party required to obtain the approval of any person or entity or any court, governmental authority or regulatory agency to effect the sale of such Shares in accordance with the terms hereof; and

(f) There are no claims for brokerage commissions or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated hereby.

(g) Seller or Seller Representative, as appropriate, have (i) timely paid all Taxes required to be paid by such Seller Party (including all Taxes required to be paid with respect to the acquisition, ownership or disposition of the Sale Shares), and (ii) timely filed with the relevant governmental authority all Tax Returns required to be filed by any of them, and all such Tax Returns were true, correct and complete. The term “Tax” or “Taxes” means all net income, gross income, gross receipts, sales, use, ad valorem, transfer, excess profits, franchise, profits, license, withholding, payroll, employment, unemployment social security, excise, severance, stamp, occupation, premium, property, disability, capital stock, capital gains or windfall profits taxes, customs duties or other taxes, fees, assessments or governmental charges of any kind whatsoever, together with any interest and penalties, additions to tax or additional amounts imposed with respect thereto. The term “Tax Return” means any return, report, declaration, form, documentation, filing, claim for refund or information statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

5. Representations and Warranties of Buyer. The Buyer represents and warrants to Seller as follows:

(c) There are no claims for brokerage commissions or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated hereby.

6. Taxes. Seller or Seller Representative, as appropriate, shall make full and timely payment of any Taxes owed by Seller or Seller Representative, as appropriate, in connection with the execution and performance this Agreement and the sale of the Sale Shares contemplated herein.

7. Indemnification.

(a) Each Seller Party shall be liable to and shall indemnify, defend and hold Buyer and its affiliates (including the Company and its subsidiaries) and their respective successors and permitted assigns (each, a “Buyer Indemnified Party”) harmless from and against any and all claims, demands, actions, causes of action, judgments, damages, losses, liabilities, costs or expenses (each, a “Claim” and collectively, the “Claims”) which may be made or brought against a Buyer Indemnified Party or which it may suffer or incur as a result of, arising out of or relating to:

(i)

(x) any violation, contravention or breach of any covenant, agreement or obligation of such Seller Party under or pursuant to this Agreement or (y) any inaccuracy or breach of, any representation or warranty made by such Seller Party in this Agreement; or

(ii)

any Taxes imposed on such Seller Party, any Taxes imposed on or with respect to the Sale Shares with respect to any taxable period (or portion thereof) that ends on or prior to the date on which the Closing occurs, any Taxes for which such Seller Party is responsible pursuant to Section 6 hereof, and any Taxes required to be withheld by Buyer and/or its affiliates (including the Company and its subsidiaries) from the Purchase Price or the Additional Purchase Price.

(b) Upon obtaining knowledge thereof, any Buyer Indemnified Party (the “Indemnitee”) shall promptly notify both Seller Parties (the “Indemnitor”) in writing of any damage, claim, loss, liability or expense which the Indemnitee has determined has given or could give rise to a Claim under Section 7(a) hereof (a “Notice of Claim”). A Notice of Claim shall specify, in reasonable detail, the nature and estimated amount of any such Claim giving rise to a right of indemnification. The omission to so notify the Indemnitor shall not relieve the Indemnitor from any duty to indemnify, defend and hold harmless which otherwise might exist with respect to such Claim unless (and only to the extent that) the omission to notify prejudices the ability of the Indemnitor to exercise its right to defend provided in Section 7(d) hereof and results in a direct loss being incurred by the Indemnitor. The Indemnitor shall deliver or cause to be delivered to the Indemnitee copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of any such Claim and timely notices of any hearing or other court proceeding relating to such Claim.

(c) If any Buyer Indemnified Party shall have a claim that either or both of the Seller Parties is liable for any Claims, the Buyer Indemnified Party seeking indemnification shall provide notice, within 90 days of its discovery of the Claim, of the nature and extent thereof, and the Seller Parties shall repay such Claim within 30 days thereafter or shall inform the Buyer

Indemnified Party seeking indemnification that it is denying in good faith all or a portion of such Claim.

8. Miscellaneous.

(a) Except as otherwise set forth in Section 7 hereof, all fees and expenses incurred by any of the parties hereto shall be borne by the party incurring such fees and expenses.

(b) Without limiting the other terms of this Agreement, after the Closing, Seller Parties shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer that may be required to convey and deliver the Sale Shares to Buyer and to perfect Buyer’s title thereto and to accomplish the transactions contemplated by this Agreement.

(d) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their directors, officers, trustees, executors, heirs, legal representatives, successors and assigns. No Seller Party hereto may assign its obligations hereunder. Buyer may at its option assign this Agreement, including without limitation its indemnification rights hereunder, to any of its affiliates (including the Company and its subsidiaries). Except for the rights to indemnification by the Buyer Indemnified Parties pursuant to Section 7 hereof, nothing contained in this Agreement shall be deemed to give rise to any right in a person not a party hereto (other than any assignee of Buyer) or in a Seller Party or Buyer on behalf of any such person to seek enforcement of, or damages arising out of any alleged default with respect to, any provisions of this Agreement.

(e) All representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement and the delivery of the Sale Shares.

(f) This Agreement may be executed in any number of counterparts, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument.

(g) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without reference to the conflict of laws principles thereof.

(i)

if to any Seller Party, addressed to:

Angelo Perrone

Sandgrain Securities Inc.

1050 Franklin Avenue

Garden City, New York 11530

Telecopy No: 516-741-5150

and

Lawrence Auriana

140 E. 45th Street

43rd Floor

New York, NY 10017

Telecopy No: (212) 661-2266

with a copy to:

Ira S. Nordlicht

Nordlicht & Hand

800 Westchester Avenue

Rye Brook, NY 10573

Telecopy No: (914) 468-7608

(ii)

if to Buyer, addressed to:

Expedia Asia Pacific – Alpha Limited

c/o Expedia, Inc.

333 108th Avenue, N.E.

Bellevue, Washington 98004

Attn.: Burke F. Norton

Telecopy No.: (425) 679-7251

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attn.: Ante Vucic, Esq. and Joey Shabot, Esq.

Telecopy No: (212) 403-2000

IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties has executed or caused this Agreement to be executed on the date first above written.

LAWRENCE AURIANA

/s/ Angelo Perrone Authorized agent for

Lawrence Auriana


SANDGRAIN SECURITIES INC.

By:				/s/ Angelo Perrone
Name:				Angelo Perrone
Title:				Senior Vice President


EXPEDIA ASIA PACIFIC – ALPHA LIMITED

By:				/s/ Burke F. Norton
Name:				Burke F. Norton
Title:				Executive Vice President, General Counsel and Secretary

EX-99.6 7 dex996.htm STOCK PURCHASE AGREEMENT DATED AS OF MAY 28, 2010 Stock Purchase Agreement Dated as of May 28, 2010

Exhibit 6

EXECUTION COPY

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of May 28, 2010 (the “Agreement”), by and between IRA S. NORDLICHT and HELEN S. SCOTT, each a United States citizen (collectively, “Seller Parties”), on the one hand, and EXPEDIA ASIA PACIFIC – ALPHA LIMITED, an exempted company incorporated with limited liability in the Cayman Islands (“Buyer”), on the other hand.

WHEREAS, this Agreement sets forth the terms and conditions upon which Seller Parties will sell to Buyer, and Buyer will purchase from Seller Parties, 10,000 American Depository Shares of eLong, Inc. (the “Company”), each representing two ordinary shares, par value $0.01 per share (the “Shares”) of the Company, for an aggregate of 20,000 Shares.

In consideration of and reliance upon the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

1. Purchase and Sale of Shares.

Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, each of the Seller Parties hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller Parties an aggregate of 20,000 Shares (the “Sale Shares”), for a purchase price equal to $7.00 per Share (the “Purchase Price”) (subject to adjustment as provided in Section 2), free and clear of all liens, claims, options, proxies, voting agreements, charges and encumbrances of whatever nature (collectively, “Liens”), payable against delivery of the Shares simultaneously with the execution of this Agreement by wire transfer in immediately available funds to the account specified by Seller Parties on Schedule 1 to this Agreement, the receipt of which is hereby acknowledged by Seller Parties.

2. Additional Purchase Price.

(a) If, (A) on or prior to the date that is 18 months after the date hereof, Buyer or any affiliate thereof (other than the Company and its subsidiaries) consummates a Significant Transaction (as defined below), or (B) on or prior to the date that is 3 months after the date hereof, Buyer or any affiliate thereof (other than the Company and its subsidiaries) consummates a Negotiated Purchase Transaction (as defined below) (a Significant Transaction or a Negotiated Purchase Transaction are each also referred to as a “Subsequent Transaction”), in the case of clauses (A) and (B) pursuant to which Buyer pays in excess of $7.00 per Share in Consideration in such Subsequent Transaction, Buyer will pay to Seller Parties by a wire transfer of immediately available funds within three business days following the consummation of the Subsequent Transaction, the Additional Purchase Price, to a bank account previously designated to Buyer by Seller Parties (or if no such account is designated, to the account specified on Schedule 1 to this Agreement); provided, however, that Buyer shall be entitled to set-off against any obligation to pay the Additional Purchase Price any amounts due to Buyer Indemnified Parties (as defined below) with respect to the indemnification provisions in Section 7 hereof.

(b) For purposes of this Agreement:

(ii) “Consideration” means, (1) in the case of cash, the amount thereof, or (2) in the case of stock or other property, the fair market value thereof as reasonably determined by Buyer.

(v) the “Additional Purchase Price” means (if any):

party), whether in open-market transactions or privately negotiated transactions, prior to or outside of such merger, scheme of arrangement or tender offer; and

(vi) “$” means United States Dollars.

3. Deliveries; Payment; Closing. Simultaneously with the execution of this Agreement, Seller Parties shall deliver to Buyer a signed instrument of transfer in the form attached as Schedule 2 to this Agreement accompanied by (if applicable) a Share certificate or certificates (endorsed to Buyer), representing the number of Sale Shares, together with any documents (including without limitation broker’s transfer instructions) that, in the reasonable judgment of Buyer, are necessary to transfer and convey to, and vest in, Buyer good and valid title to the Sale Shares. The closing of the purchase and sale of the Sale Shares shall take place on the date hereof (the “Closing”) at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019.

4. Representations and Warranties of the Seller Parties. Each of the Seller Parties, jointly and severally, represents and warrants to Buyer as follows:

(c) As of the date hereof Seller Parties are the joint owners, beneficially and of record, of the Sale Shares, free and clear of any Liens and will transfer at Closing to Buyer good and valid title to the Sale Shares free and clear of any Liens;

(d) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, (i) result in the imposition of any Liens under, cause or permit the acceleration of any obligation under, or violate or conflict with the terms, conditions or provisions of, any note, indenture, security agreement, lease, guaranty, joint venture agreement, or other contract, agreement or instrument to which any Seller Party is a party or by which any Seller Party or any of the Sale Shares is bound, or (ii) result in a breach or violation by any Seller Party of any law, rule or regulation or any order, injunction, judgment or decree of any court, governmental authority or regulatory agency;

(e) There exists no restriction upon the sale and delivery to Buyer of the Sale Shares by any Seller Party, nor is any Seller Party required to obtain the approval of any person

or entity or any court, governmental authority or regulatory agency to effect the sale of such Shares in accordance with the terms hereof; and

(f) There are no claims for brokerage commissions or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated hereby.

5. Representations and Warranties of Buyer. The Buyer represents and warrants to Seller as follows:

(c) There are no claims for brokerage commissions or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated hereby.

7. Indemnification.

harmless from and against any and all claims, demands, actions, causes of action, judgments, damages, losses, liabilities, costs or expenses (each, a “Claim” and collectively, the “Claims”) which may be made or brought against a Buyer Indemnified Party or which it may suffer or incur as a result of, arising out of or relating to:

(i)

(ii)

cooperate reasonably with the Indemnitor and its representatives in the defense of all such Claims. If the Indemnitor does not so elect to defend any such third party Claim, the Indemnitee may so elect, but shall have no obligation to do so. It is agreed and understood that Indemnitor shall have the right to be informed of and consulted with in respect of any communications of Indemnitee with governmental taxing authorities forming the basis of any Claim.

8. Miscellaneous.

(a) Except as otherwise set forth in Section 7 hereof, all fees and expenses incurred by any of the parties hereto shall be borne by the party incurring such fees and expenses.

(d) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their directors, officers, trustees, executors, heirs, legal representatives, successors and assigns. No Seller Party hereto may assign its obligations hereunder. Buyer may at its option assign this Agreement, including without limitation its indemnification rights hereunder, to any of its affiliates (including the Company and its subsidiaries). Except for the rights to indemnification by the Buyer Indemnified Parties pursuant to Section 7 hereof, nothing contained in this Agreement shall be deemed to give rise to any right in a person not a party hereto (other than any assignee of Buyer) or in a Seller Party or Buyer on behalf of any such person to seek enforcement of, or damages arising out of any alleged default with respect to, any provisions of this Agreement.

(e) All representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement and the delivery of the Sale Shares.

(f) This Agreement may be executed in any number of counterparts, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument.

(g) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without reference to the conflict of laws principles thereof.

(h) All notices and other communications under this Agreement shall be in writing and delivery thereof shall be deemed to have been made either (i) one business day after

such notice shall have been deposited with a nationally-recognized overnight courier service, or (ii) when delivered by hand or transmitted by facsimile transmission, to the party entitled to receive the same at the address or facsimile number indicated below or at such other address or facsimile number as such party shall have specified by written notice to the other parties hereto given in accordance herewith:

(i)

if to any Seller Party, addressed to:

Ira S. Nordlicht & Helen S. Scott

c/o Nordlicht & Hand

800 Westchester Avenue

Rye Brook, NY 10573

Telecopy No: (914) 468-7608

with a copy to:

Brian M. Hand

Nordlicht & Hand

800 Westchester Avenue

Rye Brook, NY 10573

Telecopy No: (914) 468-7608

(ii)

if to Buyer, addressed to:

Expedia Asia Pacific – Alpha Limited

c/o Expedia, Inc.

333 108th Avenue, N.E.

Bellevue, Washington 98004

Attn.: Burke F. Norton

Telecopy No.: (425) 679-7251

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attn.: Ante Vucic, Esq. and Joey Shabot, Esq.

Telecopy No: (212) 403-2000

breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties has executed or caused this Agreement to be executed on the date first above written.

IRA S. NORDLICHT

/s/ Ira S. Nordlicht

HELEN S. SCOTT

/s/ Helen S. Scott


EXPEDIA ASIA PACIFIC – ALPHA LIMITED

By:				/s/ Burke F. Norton
Name:				Burke F. Norton
Title:				Director

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