SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A*

*Amendment No. 1

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 16, 2011

(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: 8,952,839 Ordinary Shares
		9	SOLE DISPOSITIVE POWER: 0 Ordinary Shares
		10	SHARED DISPOSITIVE POWER: 8,952,839 Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,952,839 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): 26.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

2

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: 8,952,839 Ordinary Shares
		9	SOLE DISPOSITIVE POWER: 0 Ordinary Shares
		10	SHARED DISPOSITIVE POWER: 8,952,839 Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,952,839 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): 26.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

3

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: 8,952,839 Ordinary Shares
		9	SOLE DISPOSITIVE POWER: 0 Ordinary Shares
		10	SHARED DISPOSITIVE POWER: 8,952,839 Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,952,839 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): 26.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

4

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: 8,952,839 Ordinary Shares
		9	SOLE DISPOSITIVE POWER: 0 Ordinary Shares
		10	SHARED DISPOSITIVE POWER: 8,952,839 Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,952,839 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): 26.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

5

Introductory Note

This Amendment No. 1 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2010 (the “Statement”) 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, $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. Unless specifically amended hereby, the disclosures set forth in the Statement shall remain unchanged. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Statement.

ITEM 2. Identity and Background

Item 2 is amended to add the following information:

Annex A attached hereto is incorporated herein by reference and amends and restates Annex A of the Statement in its entirety.

ITEM 3. Source and Amount of Funds or Other Consideration

Item 3 is amended to add the following information:

On May 16, 2011, Expedia Asia entered into a Share Purchase Agreement (the “Share Purchase Agreement”) between itself and the Issuer, pursuant to which Expedia Asia acquired 5,400,500 newly issued Ordinary Shares in exchange for an aggregate of $41,169,361.63 in cash, or approximately $7.62 per Ordinary Share (the “Purchase Price”). The Purchase Price was calculated based on one-half the average closing price of the ADSs on the Nasdaq Global Market during the 20 trading days immediately preceding the date of the Share Purchase Agreement.

Expedia Asia’s acquisition of the Ordinary Shares was made in connection with a concurrent investment in the Issuer by a third party investor, TCH Sapphire Limited (“TCH”), which is an affiliate of Tencent Holdings Limited (collectively with THC, the “Investor”), whereby the Investor acquired share capital of the Issuer. Concurrently with such investment, the Issuer, the Investor and Expedia Asia entered into an Investor Rights Agreement, dated as of May 16, 2011 (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, the Issuer and Expedia Asia have agreed to appoint, and the Issuer has agreed to nominate at each annual meeting of the Issuer, one nominee designated by the Investor to the board of directors of the Issuer, and Expedia Asia has agreed to vote and cause its transferees to vote in favor of such nominee for so long as the Investor continues to hold not less than 10% of the share capital of the Issuer, subject to certain exceptions. The Investor Rights Agreement also sets forth certain other rights and obligations among the parties with respect to the Issuer, including restrictions on transfer of the share capital of the Issuer, a right of first offer by Expedia Asia over certain transfers by the Investor, standstill and confidentiality provisions, preemptive rights with respect to certain future issuances of equity interests by the Issuer, and consent rights of the Investor with respect to certain material transactions by the Issuer, in each case subject to certain exceptions and limitations.

6

The source of funds used by Expedia Asia in making the purchase of the Ordinary Shares was cash on hand.

ITEM 5. Interest in Securities of the Issuer

Item 5 is amended to add the following information:

As a result of the matters described in 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 8,952,839 Ordinary Shares in the aggregate, consisting of 8,952,839 Ordinary Shares owned of record (which include 2,166,012 Ordinary Shares represented by 1,083,006 ADSs and 6,786,827 Ordinary Shares) (the “Subject Shares”). The Subject Shares represent approximately 26.5% of the issued and outstanding Ordinary Shares of the Issuer (based on the number of 33,784,152 Ordinary Shares outstanding as of May 18, 2011, as disclosed to Expedia Asia by the Issuer). 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 135,536 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 plus the Subject Shares represent approximately 81.32% 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.

On March 11, 2011, Expedia Asia exercised options to purchase 12,857 Ordinary Shares at an exercise price of $5.25 per Ordinary Share.

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

Item 6 is amended to add the following information:

The information disclosed in Item 3 above is incorporated herein by reference.

The description of the Share Purchase Agreement and the Investor Rights Agreement is a summary and is qualified in its entirety by the terms of such agreements, copies of which are filed herewith as Exhibit 7 and 8, respectively, to this Statement, and each of which is incorporated herein by reference.

7

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
7*	Share Purchase Agreement dated as of May 16, 2011 between eLong, Inc. and Expedia Asia Pacific – Alpha Limited.
8*	Investor Rights Agreement dated as of May 16, 2011 among eLong, Inc., TCH Sapphire Limited and Expedia Asia Pacific – Alpha Limited.

* Filed herewith.

8

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 18, 2011

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

9

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) 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) 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).

10

EX-99.7

Exhibit 7

EXECUTION COPY

Confidential

SHARE PURCHASE AGREEMENT

SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of May 16, 2011 between eLong, Inc., an exempted limited liability company under the laws of the Cayman Islands (the “Company”) and Expedia Asia Pacific-Alpha Limited, an exempted limited liability company under the laws of the Cayman Islands (the “Purchaser”).

W I T N E S S E T H:

WHEREAS, on the terms and subject to the conditions set forth herein, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company 5,400,500 newly issued Ordinary Shares (as defined below) (the “Shares”).

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

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; provided that the Company and its Subsidiaries shall be deemed not to be Affiliates of the Purchaser.

“Business Day” means a day other than Saturday, Sunday or any other day on which commercial banks in Hong Kong or New York City are authorized or required by applicable law to close.

“Closing” has the meaning set forth in Section 2.02(a).

“Closing Date” has the meaning set forth in Section 2.02(a).

“Dispute” has the meaning set forth in Section 5.06(b).

“e-mail” has the meaning set forth in Section 5.01.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Exchange Act Documents” has the meaning set forth in Section 3.01(f).

“Governmental Entity” means any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, and any applicable industry self-regulatory organization.

“High-Vote Ordinary Shares” has the meaning set forth in Section 3.01(g).

“HKIAC” has the meaning set forth in Section 5.06(b).

“Investor Rights Agreement” means the Investor Rights Agreement dated as of the Closing Date among the Company, the Purchaser and Tencent in the form attached as Exhibit A hereto.

“Material Adverse Effect” means an event, circumstance or effect that has a material adverse effect on the business, assets, properties, results of operations or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole; provided that the following (or the effects thereof or resulting therefrom) shall be excluded (A) changes in generally accepted accounting principles in the United States or changes in the regulatory accounting requirements applicable to any industry in which the Company and its Subsidiaries operate, (B) changes in the financial or securities markets or general economic or political conditions in the United States or the People’s Republic of China, (C) changes (including changes of applicable law) or conditions generally affecting the industry in which the Company and its Subsidiaries operate and not specifically relating to or having a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, (D) acts of war, sabotage or terrorism or natural disasters involving the United States of America or the People’s Republic of China, (E) the announcement or consummation of the transactions contemplated by this Agreement, (F) any failure by the Company and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period and any changes in the trading price or trading volume of Shares, (G) any action taken (or omitted to be taken) at the request of the Purchaser or (H) any action taken by the Company or any of its Subsidiaries that is required, expressly contemplated or permitted pursuant to this Agreement.

“Ordinary Shares” means the ordinary shares of the Company that are designated “Ordinary Shares” with a par value of $0.01 each in the capital of the Company.

“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a Government Entity.

“Purchase Price” has the meaning set forth in Section 2.01.

“Regulation S” means Regulation S promulgated under the Securities Act.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at any time directly or indirectly owned by such Person.

“Tencent” means TCH Sapphire Limited, a British Virgin Islands company limited by shares.

“Tencent Agreement” means that certain Share Purchase Agreement dated the date hereof among Tencent and the Company.

2

Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any law are to that law as amended, modified or supplemented from time to time and references to any law include all rules and regulations promulgated thereunder. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Except as expressly indicated otherwise, all sums of money referred to in this Agreement are expressed and shall be payable in United States dollars.

ARTICLE 2

THE STOCK PURCHASE

Section 2.01. Agreement to Sell and Purchase. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Shares for a purchase price (the “Purchase Price”) equal to $41,169,361.63 (forty-one million one hundred sixty-nine dollars and sixty-three cents). The Purchase Price has been calculated based on one-half the average closing price of the Company’s American Depositary Shares on the Nasdaq Global Market during the 20 trading days immediately preceding the date of this Agreement.

Section 2.02. Closing.

(a) The closing of the issue and sale to, and purchase by, the Purchaser of the Shares (the “Closing”) shall occur at the offices of Davis Polk & Wardwell, The Hong Kong Club Building, 3A Chater Road, Hong Kong, at 10:00a.m. Hong Kong time on the date hereof, or at such other time and place as the Company and the Purchaser may agree (the day on which the Closing occurs, the “Closing Date”).

(b) At the Closing,

(i) the Company shall deliver, or cause to be delivered, to the Purchaser (A) one or more share certificates evidencing the Shares and a copy of the updated Register of Members of the Company recording the Purchaser as the registered holder of the Shares certified by the Company and (B) the Investor Rights Agreement duly executed by the Company and Tencent; and

3

(ii) the Purchaser shall deliver to the Company (A) the Purchase Price by wire transfer of immediately available funds to the account designated by the Company and communicated in writing to the Purchaser at least three (3) Business Days prior to the Closing Date and (B) the Investor Rights Agreement, duly executed by the Purchaser.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser that:

(a) Organization and Qualification. The Company has been duly incorporated, is validly existing as a company in good standing under the laws of the Cayman Islands, has the corporate power and authority to own its property and to conduct its business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to be have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Each Subsidiary of the Company has been duly incorporated or formed, is validly existing as a company in good standing under the laws of the jurisdiction in which it was formed, has the corporate power and authority to own its property and to conduct its business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to be have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.

(b) Authorization; Enforcement; Validity. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

(c) No Conflicts. The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law or the memorandum and articles of incorporation of the Company or any agreement or other instrument binding upon the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any Subsidiary, other than any contravention that would not have, or reasonably be expected to have, a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or on the ability of the Company to perform its obligations and consummate the transactions contemplated by this Agreement.

4

(d) No Consents or Approvals. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, other than 1. compliance with any applicable requirements of any applicable securities laws, and 2. any consent, approval, actions or filings the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or a material adverse effect on the ability of the Company to perform its obligations and consummate the transactions contemplated by this Agreement.

(e) Shares Authorized and Fully Paid. The Shares have been duly authorized and, when issued and delivered to and paid for by the Purchaser in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, will be sold free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest, and the issuance of such Shares will not be subject to any preemptive or similar rights except for restrictions under this Agreement and the Investor Rights Agreement.

(f) Public Filings. The Company has filed with or furnished to, the SEC, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it under the Exchange Act during the twelve months preceding the date of this Agreement (such forms, statements, reports and documents, collectively, the “Exchange Act Documents”). The Exchange Act Documents complied when filed or furnished in all material respects with the Exchange Act, and did not, when so filed or furnished, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that the representation and warranty set forth in this sentence shall not pertain to any statement that has been modified or superseded by a subsequently filed Exchange Act Document to the extent that such subsequently filed Exchange Act Document shall have been filed on or prior to the date of this Agreement, in which case, for the avoidance of doubt, the representation and warranty set forth in this sentence shall apply to such Exchange Act Document as modified by such subsequently filed Exchange Act Document).

(g) Capitalization. The authorized share capital of the Company consists of 258,205,620 shares, divided into 150,000,000 Ordinary Shares, 50,000,000 ordinary shares of the Company that are designated “High-Vote Ordinary Shares” with a par value of $0.01 each in the capital of the Company (“High-Vote Ordinary Shares”) and 58,205,620 preferred shares with a par value of $0.01 each in the capital of the Company. As of April 30, 2011, there were issued and outstanding 22,352,152 Ordinary Shares, 28,550,704 High-Vote Ordinary Shares and no preferred shares of the Company. As of May 15, 2011, (i) a total of 544,035 performance units (the “Performance Units”), equivalent to an equal number of Ordinary Shares, were unvested and outstanding; (ii) a total of 5,755,352 share options to purchase Ordinary Shares (the “Share Options”) were outstanding and unexercised; (iii) a total of 135,536 mirror options, each equivalent to one Share Option were outstanding and unexercised; and (iv) 121 warrants were outstanding and unexercised, each equivalent to one Share Option. The Performance Units and the Share Options were granted to employees, consultants and directors pursuant to the eLong, Inc. Stock Option Plan, the eLong, Inc. Stock and Annual Incentive Plan and/or the eLong, Inc. Share and Equity Incentive Plan; the mirror options were granted to the Purchaser pursuant to a 2004 option agreement.

5

(h) Material Adverse Effect; Bankruptcy. Since May 18, 2010, no event or circumstance has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any fact which would reasonably lead a creditor to do so.

(i) Litigation. There are no claims, suits, investigation, actions or proceedings pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries or, to the best of the knowledge of the Company, any of their respective directors, officers or properties before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated by this Agreement or which would reasonably be expected, to have, individually or in the aggregate, a Material Adverse Effect.

(j) Compliance with Applicable Laws. To the Company’s best knowledge, the Company and each of its Subsidiaries have conducted their businesses in compliance with all applicable laws, regulations and applicable stock exchange requirements, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries have all permits, licenses, authorizations, orders and approvals of, and have made all filings, applications and registrations with, any Governmental Entities that are required in order to carry on their business as presently conducted, except where the failure to have such permits, licenses, authorizations, orders and approvals or the failure to make such filings, applications and registrations, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current, except where such failure to be in full force and effect, suspension or cancellation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(k) Ownership of Assets. The Company and its Subsidiaries have rights to all properties and to all assets necessary to conduct the business now operated by them in each case free from restrictions that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them and any real property or building held under lease by the Company or any of its Subsidiaries are held by it under valid, existing and enforceable leases, in each case, except to the extent where such failure would not reasonably be expected to have a Material Adverse Effect.

(l) Intellectual Property. To the Company’s knowledge, the Company owns or possesses sufficient legal rights including but not limited to trade secrets, licenses, trade mark, confidential information and proprietary rights, all copyrights and all patents and patent rights, as are necessary to the conduct of the business as now conducted or presently proposed to be conducted by the Company and its Subsidiaries, without any known conflict with, or known infringement of, the rights of others, in each case, except to the extent where such failure would not reasonably be expected to have a Material Adverse Effect.

6

(m) No Commission. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

Section 3.02. Representation and Warranties of the Purchaser. The Purchaser represents and warrants to the Company that:

(a) Organization and Qualification. The Purchaser has been duly incorporated, is validly existing as a company in good standing under the laws of the Cayman Islands, has the corporate power and authority to own its property and to conduct its business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to be have a material adverse effect on the Purchaser and its Subsidiaries, taken as a whole.

(b) Authorization; Enforcement; Validity. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of the Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

(c) No Conflicts. The execution and delivery by the Purchaser of, and the performance by the Purchaser of its obligations under, this Agreement will not contravene any provision of applicable law, the organizational documents of the Purchaser, other instrument binding upon the Purchaser or any of its Subsidiaries, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Purchaser or any Subsidiary, other than any contravention that would not have, or reasonably be expected to have, a material adverse effect on the Purchaser and its Subsidiaries, taken as a whole, or on the ability of the Purchaser to perform its obligations and consummate the transactions contemplated by this Agreement.

(d) No Consents or Approvals. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by the Purchaser of its obligations under this Agreement, other than (i) compliance with any applicable requirements of any applicable securities laws, and (ii) any consent, approval, actions or filings the absence of which would not have, or reasonably be expected to have, a material adverse effect on the Purchaser and its Subsidiaries, taken as a whole, or on the ability of the Purchaser to perform its obligations and consummate the transactions contemplated by this Agreement.

(e) Investment for Own Account. The Purchaser is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares. The Purchaser (i) is able to fend for itself in the transactions contemplated by this Agreement, (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares, and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment.

7

(f) Private Placement. The Purchaser is aware and agrees that the sale hereunder is being made in reliance of an exemption under Section 4(2) of the Securities Act. The Purchaser is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. The Purchaser is aware and agrees (i) that the sale to it is being made without any form of general solicitation or general advertising in reliance on an exemption from registration under the Securities Act, (ii) that the Shares are being offered in transactions not involving any public offering within the meaning of the Securities Act, and (iii) that the Shares have not been and will not be registered under the Securities Act. The Shares are acquired by the Purchaser for investment for its own account and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.

(g) No Registration. The Purchaser understands that the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act, the Shares must be held indefinitely. In furtherance and not in limitation of the foregoing, the Purchaser is aware that the Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the applicable conditions of such rule are met.

(h) No Commission. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Purchaser or any of its Subsidiaries who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

ARTICLE 4

COVENANTS

Section 4.01. Covenants of the Purchaser. The Purchaser agrees that all certificates or other instruments representing the Shares will bear a legend substantially to the following effect:

“THE SHARES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY JURISDICTION AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE UNITED STATES EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SHARE PURCHASE AGREEMENT, DATED AS OF MAY 16, 2011, BETWEEN THE ISSUER OF THESE SECURITIES AND THE PURCHASER REFERRED TO THEREIN AND AN INVESTOR RIGHTS AGREEMENT, DATED AS OF MAY 16, 2011, AMONG THE ISSUER OF THESE SECURITIES, THE INVESTOR REFERRED TO THEREIN AND CERTAIN OTHER PARTIES, A COPY OF EACH OF WHICH IS ON FILE WITH THE ISSUER. THE SHARES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENTS. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.”

8

Section 4.02. Press Release; Public Announcements. On the date hereof or promptly thereafter, the Company and Tencent Holdings Limited may issue a press release and the Company may furnish a current report on Form 6-K to the SEC which exhibits such press release. The Company shall also be entitled to file a copy of this Agreement and the Investor Rights Agreement as an exhibit to its annual report on Form 20-F. The Purchaser shall be entitled to file a copy of this Agreement and the Investor Rights Agreement as an exhibit to its statement on Schedule 13D filed with the SEC with respect to the transactions contemplated hereunder to the extent required by applicable law. No other written public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Purchaser without the prior written consent of the other party, in which case the Company and the Purchaser shall issue such public release or announcement jointly, except as such release or announcement may be required by law or the rules or regulations of any securities exchange, in which case the Company or the Purchaser, as applicable, shall allow the other party reasonable time to comment on such release or announcement in advance of such issuance.

Section 4.03. Further Assurances. Each of the Purchaser and the Company shall use commercially reasonable efforts to take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement.

ARTICLE 5

MISCELLANEOUS

Section 5.01 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given,

if to the Company, to:

eLong, Inc.

Xingke Plaza, Tower B, Third Floor

10 Middle Jiuxianqiao Road, Chaoyang District

Beijing 100015, People’s Republic of China

Attention: Sami Farhad, General Counsel

Facsimile No.: +86-10-6436-6019

E-mail: sami.farhad@corp.eLong.com

With a copy (which shall not constitute notice) to:

Davis Polk & Wardwell

The Hong Kong Club Building

3A Chater Road

Hong Kong

Attention: James C. Lin

Facsimile No.: +852-2533-3388

E-mail: james.lin@davispolk.com

9

if to the Purchaser, to:

Expedia Asia Pacific-Alpha Limited

c/o Expedia, Inc.

333 108th Avenue NE

Bellevue, WA 98004

Attention: Burke F. Norton

Facsimile No.: +1-425-679-7251

E-mail: bnorton@expedia.com

With a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Attention: Ante Vucic and Joey Shabot

Facsimile No.: +1-212-403-2000

E-mail: avucic@wlrk.com; jtshabot@wlrk.com

or such other address, facsimile number or e-mail address as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 5.02. Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

Section 5.03. Modification; Amendment. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented unless pursuant to an instrument in writing signed by the party against whom enforcement is sought.

Section 5.04. Entire Agreement. This Agreement and the Investor Rights Agreement are intended by the parties as a final expression of their agreement and are intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein. Except as provided in this Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to such matters. This Agreement supersedes all prior agreements and undertakings among the parties with respect to such matters. No party hereto shall have any rights, duties or obligations other than those specifically set forth in this Agreement.

10

Section 5.05. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The parties agree that execution of this Agreement by facsimile transmission or e-mail of signatures in portable document format shall be legally valid and binding.

Section 5.06. Governing Law; Arbitration.

(a) This Agreement will be governed by and construed in accordance with the laws of Hong Kong applicable to contracts made and to be performed within Hong Kong.

(b) Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof (a “Dispute”), shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this provision. The appointing authority shall be Hong Kong International Arbitration Center (“HKIAC”). The place of arbitration shall be in Hong Kong at HKIAC. There shall be three (3) arbitrators. The language to be used in the arbitral proceedings shall be English. Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date of this Agreement including such additions to the UNCITRAL Arbitration Rules as are therein contained.

(c) Nothing herein contained shall be construed as preventing any party from instituting legal action in any court in any jurisdiction against any other party for any interim, provisional or injunctive relief to the full extent permitted under applicable law, pending final resolution of any Dispute under this Section. Any such interim, provisional or injunctive relief and the right thereto shall fully and finally expire no later than upon judicial confirmation of the final arbitration award, unless such relief is continued by the final arbitration award. The institution and maintenance of any judicial action or proceeding for such provisional relief shall not constitute a waiver of the right or obligation of any party to submit any Dispute to arbitration, including any Dispute arising from the exercise of any such interim, provisional or injunctive relief.

(d) Each party hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 5.01.

11

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

ELONG, INC.
By:	* /signature/
Name:
Title:
EXPEDIA ASIA PACIFIC-ALPHA LIMITED
By:	* /signature/
Name:
Title:

SIGNATURE PAGE TO EXPEDIA SHARE PURCHASE AGREEMENT

EXHIBIT A

INVESTOR RIGHTS AGREEMENT

EX-99.8

Exhibit 8

EXECUTION COPY

Confidential

INVESTOR RIGHTS AGREEMENT

INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of May 16, 2011 among eLong, Inc., an exempted limited liability company under the laws of the Cayman Islands (the “Company”), TCH Sapphire Limited, a British Virgin Islands company limited by shares (the “Investor”) and Expedia Asia Pacific-Alpha Limited, an exempted limited liability company under the laws of the Cayman Islands (“Expedia”).

W I T N E S S E T H:

WHEREAS, the Company and the Investor are parties to a Share Purchase Agreement dated as of May 16, 2011 (the “Share Purchase Agreement”).

WHEREAS, in connection with the consummation of the transactions contemplated by the Share Purchase Agreement, the parties hereto desire to enter into this Agreement to define certain rights and obligations among them with respect to the Company.

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

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Accepted Shares” has the meaning set forth in Section 3.04(c).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; provided that the Company and its Subsidiaries shall be deemed not to be Affiliates of the Investor or Expedia; and provided further, that only Persons controlled directly or indirectly by Expedia, Inc. shall be deemed to be Affiliates of Expedia and neither (i) Liberty Media Corporation and its Affiliates nor (ii) IAC/InterActiveCorp and its Affiliates, in each case other than Expedia, Inc. and Persons it controls directly or indirectly, shall be deemed to be Affiliates of Expedia.

“Amended Articles” means the Third Amended and Restated Articles of Association of the Company, as amended on December 29, 2010, and as amended thereafter from time to time.

“Board of Directors” means the board of directors of the Company.

1

“Business Day” means a day, other than Saturday, Sunday or any other day on which commercial banks in mainland China, Hong Kong or Seattle are authorized or required by applicable law to close.

“Dilutive Issuance” has the meaning set forth in Section 2.01(c).

“eLong Adverse Person” has the meaning set forth in Section 3.03.

“Company Shares” means any ordinary shares (as such term is defined in the Amended Articles) and/or any preferred shares (as such term is defined in the Amended Articles).

“Dispute” has the meaning set forth in Section 7.06(b).

“e-mail” has the meaning set forth in Section 7.01.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“High-Vote Ordinary Shares” means the ordinary shares of the Company that are designated ‘High-Vote Ordinary Shares’ with par value of $0.01 each. Pursuant to the Amended Articles, each High-Vote Ordinary Share is entitled to fifteen votes.

“Investor Adverse Person” has the meaning set forth in Section 6.02.

“Investor Nominee” has the meaning set forth in Section 2.01(a).

“Investor Shares” means 6,031,500 Ordinary Shares and 5,038,500 High-Vote Ordinary Shares acquired by the Investor pursuant to the Share Purchase Agreement.

“Lock-Up Period” has the meaning set forth in Section 3.02.

“Offer” has the meaning set forth in Section 3.04(b).

“Offer Notice” has the meaning set forth in Section 3.04(a).

“Offer Period” has the meaning set forth in Section 3.04(b).

“Offer Price” has the meaning set forth in Section 3.04(a).

“Offered Shares” has the meaning set forth in Section 3.04(a).

“Offeror” has the meaning set forth in Section 3.04(a).

“Ordinary Shares” means the ordinary shares of the Company that are designated ‘Ordinary Shares’ with a par value of $0.01 each.

“Other Party” means, with respect to Expedia, the Investor and with respect to the Investor, Expedia.

2

“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at any time directly or indirectly owned by such Person.

“Third Party” means, (i) with respect to the Investor, any Person which is not the Investor or an Affiliate of the Investor; or (ii) with respect to Expedia, any Person which is not Expedia or an Affiliate of Expedia.

“Transfer” means, with respect to any Company Shares, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Company Shares or any participation or interest therein, whether directly or indirectly (including pursuant to a derivative, swap or other transaction that would transfer, in whole or in part, directly or indirectly, the economic consequence of ownership of any Company Shares), or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such Company Shares or any participation or interest therein or any agreement or commitment to do any of the foregoing; provided that a transfer to or deposit with the depositary or custodian for the Company’s American Depositary Receipt facility (“ADR Facility”) of Company Shares in exchange for American Depositary Shares (“ADS”) where the transferor or depositor continues to remain the legal and beneficial owner of such ADSs and underlying Company Shares shall not be considered to be a Transfer; provided further that a transfer of High-Vote Ordinary Shares to the Company in exchange for Ordinary Shares in accordance with Section 3.06 shall not be considered to be a Transfer.

“Transferee” has the meaning set forth in Section 3.01(a).

Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words

3

(including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any law are to that law as amended, modified or supplemented from time to time and references to any law include all rules and regulations promulgated thereunder. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE 2

VOTING AGREEMENTS

Section 2.01. Investor Nominee Director.

(a) Promptly after the date hereof, Expedia and the Company shall cause the Board of Directors to appoint and elect a nominee designated by the Investor (the “Investor Nominee”) to the Board of Directors pursuant to the applicable provisions of the Amended Articles; provided that if, at any time, the Investor Nominee is or becomes a citizen or resident of the United States (a “U.S. Person”) and if the Investor Nominee’s being a U.S. Person would cause the Company to have a majority of directors who are U.S. Persons, the Company shall have the right to remove such Investor Nominee upon 30 days prior written notice; provided further that upon such removal, the Investor shall have the right to replace such Investor Nominee pursuant to Section 2.01(b) (but may not designate another U.S. Person), and the former Investor Nominee may attend meetings of the Board of Directors as a non-voting observer.

(b) At each annual general meeting of the shareholders of the Company after the date hereof, the Company shall nominate the Investor Nominee to serve as a director until the next annual general meeting, and Expedia shall, and shall cause any of its Affiliates to which Company Shares may be subsequently transferred, to vote its Company Shares in favor of the election of such Investor Nominee to the Board of Directors. In the event any Investor Nominee, dies, becomes incapacitated or is removed pursuant to the proviso set forth in Section 2.01(a), the Board of Directors shall appoint a replacement Investor Nominee to serve as a director for the balance of the period prior to the next annual general meeting of the shareholders of the Company, and Section 2.01(b) shall then apply with respect to such replacement Investor Nominee. Expedia shall procure that, in the event Expedia Transfers Company Shares to a Third Party and as an immediate result of such Transfer, Expedia and its Affiliates and the Investor and its Affiliates in aggregate will cease to hold a majority voting interest in the Company, such Third Party agrees in writing to carry out the obligations under this Section 2.01(b), subject to the provisos to Expedia’s obligations set out elsewhere in this Agreement or any other agreement among the parties hereto or their respective Affiliates.

(c) Notwithstanding anything in this Agreement to the contrary, in the event that, anytime after the date hereof, the Investor and its Affiliates beneficially own, in the aggregate, less than ten percent (10%) of the then outstanding Company Shares, the Investor Nominee shall be removed as a director from the Board of Directors and Investor shall have no further rights, and the Company and Expedia (as applicable) shall have no further obligations, under Section 2.01, Section 5.01, Section 5.02, and Section 6.01 of this Agreement; provided that, for the purpose of determining beneficial

4

ownership of Investor and its Affiliates under this Section 2.01(c), any issuance of equity or other securities excluded from the provisions of Section 5.01 by the provisions of Section 5.02 which immediately reduces the aggregate beneficial ownership of Investor and its Affiliates below ten percent (10%) of the then outstanding Company Shares, as well as subsequent issuances of equity or other securities excluded from the provisions of Section 5.01 by the provisions of Section 5.02 (each, a “Dilutive Issuance”), shall be ignored.

(d) Unless the Investor and its Affiliates beneficially own, in the aggregate, less than ten percent (10%) of the then outstanding Company Shares, as calculated under Section 2.01(c), the Investor and its Affiliates shall not nominate, appoint, select or designate one or more directors to the board of directors, or comparable governing body (or subcommittee thereof), of any eLong Adverse Person. In the event the Investor or any of its Affiliates nominate a director of an eLong Adverse Person, then the Company shall have the right to remove the Investor Nominee from the Board of Directors.

(e) The rights of the Investor under this Section 2.01 shall not be transferable to any Third Party.

ARTICLE 3

INVESTOR TRANSFERS

Section 3.01. General Restrictions on Transfer.

(a) The Investor agrees that it shall not, nor permit any of its Affiliates to, Transfer any Investor Shares to any Person (each, a “Transferee”), except as permitted by this Agreement. The Company shall not transfer upon its Register of Members any Company Shares to any Person prohibited by this Agreement and any purported transfer in violation hereof shall be null and void and of no effect.

(b) The Investor shall not Transfer any of the Company Shares, except in compliance with the Securities Act.

(c) For so long as any Investor Nominee serves on the Board of Directors, the Investor shall not, nor permit any of its Affiliates to, Transfer any Company Shares other than during the “trading windows” applicable to directors of the Company (other than Transfers to Affiliates of the Investor made in accordance with this Agreement).

(d) No Transfer of Investor Shares by the Investor shall be effective unless (i) the certificates representing such Investor Shares issued to the Transferee shall bear the legend set forth in Section 4.01 of the Share Purchase Agreement, and (ii) the Transferee shall have executed and delivered to the Company, as a condition precedent to such Transfer, an instrument or instruments in form and substance satisfactory to the Company confirming that the Transferee agrees to be bound by the terms of this Agreement and the obligations set forth hereunder; provided, that the terms and conditions set forth in this Section 3.01(d) shall not apply to any sale of Investor Shares pursuant to an effective registration statement under the Securities Act, or pursuant to Rule 144 promulgated under the Securities Act.

5

(e) Notwithstanding the Lock-Up Period, any Transfer of Investor Shares to an Affiliate of the Investor (provided such Affiliate is not an eLong Adverse Person) shall be permitted if such Affiliate agrees in writing for the benefit of the Company and Expedia to be bound by the terms of this Agreement and only so long as such person continues to be an Affiliate of the Investor and no such Transfer shall relieve the Investor of its obligations under this Agreement.

Section 3.02. Investor Lock-up. Without the prior written consent of the Company (which the Company may give or withhold in its sole discretion), until the third anniversary of the date hereof (the “Lock-Up Period”), the Investor shall not, and shall not permit any of its Affiliates to, Transfer any Investor Shares to any Third Party. For the avoidance of doubt, during the Lock-Up Period, any Transfer of Investor Shares executed on the Nasdaq Global market shall require the prior written consent of the Company (which the Company may give or withhold in its sole discretion).

Section 3.03. Transfers to eLong Adverse Persons. Without the prior written consent of the Company (which the Company may give or withhold in its sole discretion), the Investor shall not, and shall not permit any of its Affiliates to, Transfer any Investor Shares at any time, to (i) any Third Party that is described on Exhibit A hereto, (ii) any other Person included on any subsequent update to Exhibit A provided by the Company to the Investor, provided that such update shall require the consent of the Investor (such consent not to be unreasonably withheld or delayed), (iii) any Affiliate of any Person described in clause (i) or (ii) above, and (iv) any Person in respect of which any other Person described above beneficially owns 25% or more of its then outstanding equity or voting securities (any of the foregoing, an “eLong Adverse Person”); other than pursuant to a transaction (i) which is otherwise permitted under the terms of this Agreement, is (ii) executed on the Nasdaq Global Market (or any other public market on which the Company is listed), and (iii) where the identity of the transferee is reasonably unknown to the Investor or its Affiliate.

Section 3.04. Expedia Right of First Offer.

(a) If, at any time after the Lock-Up Period (or during the Lock-Up Period if either the Company has consented to the Transfer or Investor is otherwise permitted to Transfer pursuant to Section 6.02(a)), the Investor or any of its Affiliates intends to Transfer any Investor Shares to any Third Party, the Investor or such Affiliate (the “Offeror”) shall give notice (an “Offer Notice”) to Expedia and the Company that such Offeror proposes to make such Transfer, setting forth the number and kind of Investor Shares proposed to be Transferred by the Offeror (the “Offered Shares”) and the cash price per share that such Offeror proposes to be paid for such Offered Shares (the “Offer Price”).

(b) The giving of an Offer Notice to Expedia and the Company shall constitute an offer (the “Offer”) by such Offeror to Transfer all of the Offered Shares to Expedia for cash at the Offer Price. Expedia shall have five (5) Business Days after receipt of the Offer Notice (the “Offer Period”) in which to accept such Offer as to any or all of the Offered Shares by giving a notice of acceptance to such Offeror (together with a copy thereof to the Company) prior to the expiration of such Offer Period.

(c) If Expedia elects to purchase any or all of the Offered Shares (such Offered Shares, the “Accepted Shares”), (i) Expedia shall purchase and pay, by wire

6

transfer of immediately available funds to an account designated in writing by Offeror (forthwith upon Expedia’s acceptance), for the Accepted Shares within five (5) Business Days after the date on which such Accepted Shares have been accepted; provided that at the consummation of such Transfer, the Offeror shall deliver to Expedia a signed instrument of transfer in the form required by Article 66 of the Amended Articles, accompanied by a share certificate or share certificates (endorsed to Expedia; provided that, if the Accepted Shares do not represent all of the Investor Shares, the Offeror’s obligation of delivering such share certificate or certificates shall be replaced by (i) the Offeror’s delivery of the applicable share certificate(s) to the Company with instructions for the Company to issue (x) share certificate(s) representing the Accepted Shares to Expedia and (y) share certificate(s) representing the balance of Offeror Shares to the Offeror and (ii) the Offeror delivering such newly-issued share certificates to Expedia after issuance by the Company), representing the number of Accepted Shares, together with any documents (including without limitation broker’s transfer instructions) that, in the reasonable judgment of Expedia are necessary to transfer and convey to, and vest in, Expedia good, valid and unencumbered title to the Accepted Shares (and if such instrument, certificate and documents together with the Offeror’s designated account and associated wire instructions are not provided, the time period during which such Transfer may be consummated shall be extended until they are so provided by the Offeror); provided further, that, if the Transfer of Accepted Shares is subject to any prior regulatory approval, subject to Section 3.04(d)(iii), the time period during which such Transfer may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals shall have been received, but in no event shall such period be extended for more than 180 days, and (ii) the Offeror shall concurrently deliver the Accepted Shares, free from any liens and encumbrances. The Offeror and the Company will assist and cooperate with Expedia with respect to any regulatory filing required to be made in connection with its purchase of the Accepted Shares.

(d) Upon the earliest to occur of (i) rejection of the Offer by Expedia, (ii) the expiration of the Offer Period without Expedia electing to purchase any of the Offered Shares, and (iii) the failure to obtain any required consent or regulatory approval for the purchase of the Offered Shares by Expedia within 180 days of acceptance of the Offer, the Offeror shall have a 90-day period during which to effect a Transfer the Offered Shares which are not Accepted Shares at a price in cash not less than the Offer Price; provided that, if the Transfer is subject to regulatory approval, such 90-day period shall be extended until the expiration of five (5) Business Days after all such approvals shall have been received, but in no event shall such period be extended for more than an additional 90 days; provided further that no such Transfer of the Offered Shares which are not Accepted Shares by the Offeror shall be permitted to any eLong Adverse Person, except such eLong Adverse Person as identified in the Offer Notice who shall have been approved by the Company in accordance with Section 3.03. If the Offeror does not consummate the Transfer of the Offered Shares which are not Accepted Shares in accordance with the foregoing time limitations, then the right of the Offeror to effect the Transfer of such Offered Shares pursuant to this Section 3.04(d) shall terminate and the Offeror shall again comply with the procedures set forth in this Section 3.04 with respect to any proposed Transfer of Investor Shares to a Third Party.

(e) The provisions of this Section 3.04 shall expire on the earlier of (i) the fifth-anniversary of the date hereof or (ii) the date on which Expedia and its Affiliates collectively hold less than fifty percent (50%) of the then outstanding voting power of the Company.

7

Section 3.05. Deposit into ADR Facility. Upon the written request of the Investor or its Affiliates to the Company, the Investor or its Affiliates may exchange any High-Vote Shares (forming part of Investor Shares sought to be Transferred, if any) for Ordinary Shares pursuant to Section 3.06 of this Agreement. Subject to applicable law and requirements of the ADR Facility, the Company shall make reasonable efforts to assist the Investor to complete such exchange within (15) fifteen business days, including assisting Investor to deposit such Investor Shares with the depositary for the ADR Facility and listing of the ADSs with the appropriate exchange or quotation system; provided that, for the avoidance of doubt, such reasonable efforts of the Company shall not include any obligation to register any Investor Shares under the Securities Act. The Company shall not restrict the deposit of Investor Shares into the ADR Facility by means of amendment to the Amended Articles.

Section 3.06. Transfer of High-Vote Shares. Notwithstanding anything in this Agreement to the contrary, Investor or its Affiliates shall not Transfer any Investor Shares that are High-Vote Ordinary Shares to any Person other than the Company. If a Transfer of Investor Shares is otherwise permitted by this Agreement (“Permitted Transfer”), in advance of such Permitted Transfer to any Person or deposit of such Investor Shares with the ADR Facility, Investor or its Affiliates shall submit any Investor Shares that are High-Vote Ordinary Shares to the Company, and the Company shall exchange such High-Vote Ordinary Shares into an equal number of Ordinary Shares with the same par value (such exchange may be by way of buy-back, cancellation, conversion, reissuance, redesignation, exchange or otherwise as the Company shall determine in its absolute discretion), which Ordinary Shares can then be Transferred or deposited with the ADR Facility.

Section 3.07. Further Assurances from Expedia. Expedia shall assist the Company, as necessary or appropriate, in performance of its obligations relating to (i) the conversion of High-Vote Ordinary Shares to Ordinary Shares and (ii) the deposit of Investor shares with the ADR Facility under Section 3.05 and Section 3.06.

ARTICLE 4

STANDSTILL

Section 4.01. Standstill. Investor agrees that, without the prior written consent of the Company (which the Company may give or withhold in its sole discretion), neither the Investor nor any of its Affiliates will, for a period from the date of this Agreement to the third anniversary of the date of this Agreement, directly or indirectly, (i) make, or in any way participate in, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of its Subsidiaries, or seek or propose to influence, advise, change or control the management, board of directors, policies, affairs or strategy of the Company by way of any public communication, or other communications, to securityholders intended for such purpose, (ii) make a proposal for any acquisition of, or similar extraordinary transaction involving, the Company or a material portion of its securities or assets, (iii) seek to control or influence the management or policies of the Company, board of directors of the Company or policies of the Company, including any of the Company’s Subsidiaries, or (iv) enter into any agreements or understandings with any person (other than the Company and Expedia) for the purpose of any of the actions described in clauses (i), (ii) or (iii) above; it being understood that (x) the service of any Investor Nominee, and

8

seeking to obtain the election of any Investor Nominee, as a director of the Company pursuant to and in accordance with Section 2.01 of this Agreement, or (y) any exercise of preemptive rights by the Investor pursuant to Section 5.01 of this Agreement, shall not be deemed to contravene this Section 4.01; it being further understood that this Section 4.01 shall not apply if (i) a Third Party (other than Expedia or its Affiliates) acquires securities with fifty percent (50%) or more of the outstanding voting power of the Company (ii) Expedia or the Company agrees to Transfer securities with fifty percent (50%) or more of the voting power of the Company to a Third Party other than the Investor or an Affiliate of the Investor.

ARTICLE 5

PRE-EMPTIVE RIGHTS

Section 5.01. Pre-emptive Rights.

(a) Subject to Section 5.02, if the Company proposes, on or after the date of this Agreement, to issue (the “Proposed Issue”) (i) any Company Shares, (ii) any securities convertible into or exchangeable into Company Shares or (iii) any warrants or other rights to subscribe for Company Shares (“Relevant Securities”), the Company shall notify Expedia and the Investor in writing of such proposal (an “Issue Notice”). The Issue Notice shall specify the number and type of Relevant Securities to be offered by the Company and the material terms of the proposed offer (including the proposed completion date of such issue and the proposed price per Relevant Security to be paid by the proposed third party purchaser(s)).

(b) Subject to Section 5.01(d), each of Expedia and the Investor shall have the right but not the obligation, at its option, to subscribe for its pro rata share (the “Pro Rata Share”) of the total number of Relevant Securities to be offered by giving written notice to the Company and the Other Party of the exercise of this right within fifteen (15) Business Days of the date of the Issue Notice (the “Decision Period”). Pro Rata Share shall be calculated by multiplying the total number of Relevant Securities to be offered by a percentage, the numerator of which shall be the total number of Company Shares (of all classes) held by Expedia or the Investor and their respective Affiliates who have been Transferred Company Shares pursuant to this Agreement, as applicable, and the denominator of which shall be the total number of Company Shares (of all classes) outstanding immediately prior to the Proposed Issue. If such notice is not given by Expedia or the Investor within such fifteen (15) Business Days, Expedia or the Investor, as applicable, shall be deemed to have elected not to exercise its rights under this Section 5.01 with respect to the issuance described in that specific Issue Notice. In the case that either Expedia or the Investor elects (i) not to exercise its rights under this Section 5.01 with respect to any Proposed Issue or (ii) to subscribe for only part of its full Pro Rata Share, the Other Party shall have the right but not the obligation to subscribe for such unsubscribed Company Shares by giving written notice to both the Company and the party not subscribing its full Pro Rata Share (the “Unsubscribing Party”) within ten (10) Business Days of receipt of the Unsubscribing Party’s notice or the expiry of the Decision Period, as applicable. Only if Expedia and the Investor together have failed to subscribe for the total of the Pro Rata Share of the Investor and Expedia, shall any portion of the Pro Rata Share of the Relevant Securities be offered to any Third Party purchaser. The parties acknowledge that any rights of Expedia and the Investor to subscribe for the Company Shares pursuant to this Section 5.01 will lapse if completion

9

thereof does not occur prior to or simultaneously with the completion of the issue of Relevant Securities by the Company to Third Party purchaser(s), if applicable (it being understood that the issuance of the Relevant Securities by the Company to the Third Party purchaser(s) shall not occur prior to the expiration of the Decision Period and any subsequent 10 Business Day period, if applicable), or at such other time and place as shall be mutually agreed by the Company, Expedia and the Investor (which agreement shall not be unreasonably withheld), provided that if the reason for Expedia or the Investor’s failure to complete the purchase by the time specified above is solely due to a delay of governmental entities in granting the relevant authorizations, approvals, permits, qualifications or exemptions, Expedia or the Investor shall notify the Company in writing as promptly as possible prior to the completion of the issue of the Relevant Securities to extend the completion date for its subscription to a date within three (3) months or such other reasonable period as may be mutually agreed between the parties following the completion of the issue of the Relevant Securities, and after such period, the right of Expedia or the Investor to subscribe for securities pursuant to this Section 5.01 shall lapse. A notice given by Expedia or the Investor pursuant to this Section shall be irrevocable.

(c) For the purpose of Section 5.01(b), the subscription price and other terms and conditions applicable to the issue of the Relevant Securities to Expedia and the Investor shall be the same as those applicable to the Proposed Issue. Expedia or the Investor, as applicable, shall enter into a subscription agreement for the subscription of the Relevant Securities containing the same terms and conditions as the agreement to be entered into by the Company with the relevant investor(s) or the relevant issue documents (where applicable) in relation to the issue of the Relevant Securities, which subscription agreement shall be on customary terms and shall not contain terms unrelated to a subscription for shares

(d) For the avoidance of doubt, this Section 5.01 shall not apply to any issuance of Company Shares pursuant to the terms of (i) the Share Purchase Agreement or (ii) the Share Purchase Agreement between the Company and Expedia, dated the date hereof.

Section 5.02. Exceptions. The provisions of Section 5.01 shall not apply to:

(a) (i) the grant of any options, restricted shares, performance units or the issue of any Relevant Securities pursuant to the exercise of share options, restricted shares or performance units granted (whether prior to, on or after the date of this Agreement), pursuant to any equity compensation, share purchase or share option plans of the Company in effect from time to time established for the purpose of retaining and compensating employees, consultants, directors and other service providers of the Company; (ii) the exercise of mirror options which are outstanding as of the date hereof; or (iii) the exercise of warrants which are outstanding as of the date hereof;

(b) the issue of any Relevant Securities pursuant to any share incentive scheme operated by the Company from time to time;

(c) the issue of any Company Shares or other securities pursuant to the conversion, exchange or exercise of any Relevant Securities, in accordance with the terms of such Relevant Securities;

10

(d) an issue of ordinary shares as fully paid to holders of ordinary shares (including without limitation, ordinary shares paid up out of distributable profits or reserves and/or share premium account issued in lieu of the whole or any part of any cash dividend and free distributions or bonus issue of ordinary shares); provided that such issuance of ordinary shares is also made to Expedia and the Investor;

(e) an issue of the Relevant Securities to banks, equipment lessors or other financial institutions or debt financing sources pursuant to a commercial leasing, commercial loan or debt financing transaction approved by the Board of Directors;

(f) an issue of Relevant Securities to suppliers or third party service providers in connection with the provisions of goods or services pursuant to transactions approved by the Board of Directors;

(g) an issue of Relevant Securities in connection with any bona fide acquisition of or by the Company or any of its Subsidiary (whether by merger, consolidation, purchase of assets, purchase or exchange of shares or otherwise); or

(h) an issue of any Relevant Securities that is approved by unanimous resolution of the Board of Directors on which all directors vote; provided that such resolution shall (i) prominently state that such resolution relates to an issuance of Shares not subject to the pre-emptive rights of Section 5.01 of the Investor Rights Agreement and (ii) shall provide, in addition to the signature of the Investor Nominee approving the resolution, for a separate signature by the Investor Nominee constituting a waiver of the pre-emptive rights under Section 5.01.

ARTICLE 6

PROTECTIVE PROVISIONS; INFORMATION RIGHTS

Section 6.01. Investor Consent. Notwithstanding anything to the contrary herein, as long as the Investor and its Affiliates (where such Affiliates have received Investor Shares through a transfer permitted under Section 3.01(e)) beneficially own at least ten percent (10%) of the then outstanding Company Shares, neither the Company nor the Board of Directors shall (whether in a single transaction or a series of related transactions, and whether directly or indirectly, or by amendment, merger, consolidation, or otherwise), without first obtaining the consent of the Investor;

(a) alter or change the rights, preferences or privileges set forth in the terms of the Ordinary Shares or High-Vote Ordinary Shares so as to materially and adversely affect such shares; or

(b) authorize, enter into or effect any liquidation, dissolution or winding-up of the Company;

provided that, for the purpose of determining beneficial ownership of Investor and its Affiliates under this Section 6.01, any Dilutive Issuance which immediately reduces the aggregate beneficial ownership of Investor and its Affiliates below ten percent (10%) of the then outstanding Company Shares, as well as subsequent Dilutive Issuances, shall be ignored.

11

Section 6.02. Investor Adverse Persons.

(a) Subject to Section 6.02(b), in the event that either (i) the Company issues Company Shares, securities convertible into or exchangeable into Company Shares or warrants or other rights to subscribe for Company Shares to a person listed in Exhibit B (each, an “Investor Adverse Person”), provided that any issuances to Oak Pacific Interactive (“OPI”) or its Affiliates in connection with equities or securities convertible into Company Shares that OPI or its Affiliates acquired prior to the date hereof, or subsequent to the date hereof from Persons other than the Company, Expedia and its Affiliates, shall be excluded herefrom; or (ii) Expedia or its Affiliates Transfers any Company Shares to an Investor Adverse Person (other than pursuant to a transaction executed on the Nasdaq Global Market, or any other public market on which the Company is listed, where the identity of the transferee is reasonably unknown to the Investor or its Affiliate), then the Lock-Up Period shall immediately expire, and Investor and its Affiliates may Transfer Company Shares in accordance with Section 3.04.

(b) On or prior to the date of an issuance by the Company or a Transfer by Expedia or its Affiliates under Section 6.02(a), if Investor or its Affiliates beneficially own (i) an equity interest or securities convertible into an equity interest exceeding five percent (5%) of the equity interests on a fully-diluted basis of a Person listed in Exhibit C, or (ii) any equity interest or securities convertible into any equity interest in an eLong Adverse Person (other than such person as listed in Exhibit C), then Section 6.02(a) shall not apply.

Section 6.03. Information Rights. Upon written request of the Investor to the Company, the Company shall provide to the Investor:

(a) within 120 days after the end of each fiscal year of the Company, an audited balance sheet of the Company as at the end of such fiscal year and audited statements of income and of cash flows of the Company for such fiscal year, prepared in accordance with generally accepted accounting principles, except as otherwise disclosed therein;

(b) within 90 days after the end of each fiscal quarter of the Company (other than the fourth quarter), an unaudited balance sheet of the Company as at the end of such fiscal quarter, and unaudited statements of income and of cash flows of the Company for such fiscal quarter;

(c) such information as reasonably requested by the Investor (i) to assist the Investor to allocate the purchase price payable to the Company pursuant to the Share Purchase Agreement, (ii) or to comply with applicable law, generally applicable accounting principles, or the rules or regulations of any securities exchange;

provided that no public release or disclosure of any information provided to the Investor pursuant to this Section 6.03 shall be made by the Investor or any of its Affiliates without the prior written consent of the Company, except to the extent (i) such information has previously been publicly released or disclosed by the Company or (ii) as such public release or disclosure may be required by applicable securities law or the rules or regulations of any securities exchange, in which case the Investor shall allow the Company reasonable time to comment on such release or disclosure in advance of such issuance and shall make reasonable best efforts to reflect any such comments.

12

Section 6.04. Strict Confidentiality. The Investor shall implement strict information control procedures that keep any non-public information about the Company acquired by the Investor or Investor Nominee from being disclosed to others except on a need-to-know basis within the Investor and prevent such information from being given to any Third Party except with the consent of the Company as contemplated in Section 6.03. Investor shall be liable for any non-public information being disclosed to any Third Party due to any action or negligence on the part of Investor Nominee, Investor or its Affiliates without the Company’s consent, if applicable, as contemplated in Section 6.03.

ARTICLE 7

MISCELLANEOUS

Section 7.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given,

if to the Company, to:

eLong, Inc.

Xingke Plaza, Tower B, Third Floor

10 Middle Jiuxianqiao Road, Chaoyang District

Beijing 100015, People’s Republic of China

Attention: Sami Farhad, General Counsel

Facsimile No.: +86-10-6436-6019

E-mail: sami.farhad@corp.eLong.com

With a copy (which shall not constitute notice) to:

Davis Polk & Wardwell

The Hong Kong Club Building

3A Chater Road

Hong Kong

Attention: James C. Lin

Facsimile No.: +852-2533-3388

E-mail: james.lin@davispolk.com

if to the Investor, to:

TCH Sapphire Limited

c/o Tencent Holdings Limited

Tencent Building, 38th Floor

Kejizhongyi Avenue, Hi-tech Park

Nanshan District, Shenzhen 5180057, People’s Republic of China

Attention:        Brent Irvin, General Counsel

                         Richard Peng, Vice President of Mergers & Acquisitions

Facsimile No.: +86-755-8601-3078

E-mail: brentirvin@tencent.com; richardpeng@tencent.com

13

With a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, CA 94304 USA

Attention: Scott Anthony, Esq.

Facsimile: +1-650-493-6811

E-mail: santhony@wsgr.com

if to Expedia, to:

Expedia Asia Pacific-Alpha Limited

c/o Expedia, Inc.

333 108th Avenue NE

Bellevue, WA 98004

Attention: General Counsel, Burke F. Norton

                  Senior Vice President of Corporate Development, Mark Okerstrom

Facsimile No.: 1-425-679-7251; +1-425-679-7242

E-mail: bnorton@expedia.com; mokerstrom@expedia.com

With a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Attention: Ante Vucic and Joey Shabot

Facsimile No.: +1-212-403-2000

E-mail: avucic@wlrk.com; jtshabot@wlrk.com

or such other address, facsimile number or e-mail address as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

Section 7.02. Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

Section 7.03. Modification; Amendment. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented unless pursuant to an instrument in writing signed by the party against whom enforcement is sought.

14

Section 7.04. Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto with respect to the subject matter contained herein. Except as provided in this Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to such matters. This Agreement supersedes all prior agreements and undertakings among the parties with respect to such matters. No party hereto shall have any rights, duties or obligations other than those specifically set forth in this Agreement.

Section 7.05. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The parties agree that execution of this Agreement by facsimile transmission or e-mail of signatures in portable document format shall be legally valid and binding.

Section 7.06. Governing Law; Arbitration.

(a) This Agreement will be governed by and construed in accordance with the laws of Hong Kong applicable to contracts made and to be performed within Hong Kong.

(b) Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof (a “Dispute”), shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this provision. The appointing authority shall be Hong Kong International Arbitration Center (“HKIAC”). The place of arbitration shall be in Hong Kong at HKIAC. There shall be three (3) arbitrators. The language to be used in the arbitral proceedings shall be English. Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date of this Agreement including such additions to the UNCITRAL Arbitration Rules as are therein contained.

(c) Nothing herein contained shall be construed as preventing any party from instituting legal action in any court in any jurisdiction against any other party for any interim, provisional or injunctive relief to the full extent permitted under applicable law, pending final resolution of any Dispute under this Section. Any such interim, provisional or injunctive relief and the right thereto shall fully and finally expire no later than upon judicial confirmation of the final arbitration award, unless such relief is continued by the final arbitration award. The institution and maintenance of any judicial action or proceeding for such provisional relief shall not constitute a waiver of the right or obligation of any party to submit any Dispute to arbitration, including any Dispute arising from the exercise of any such interim, provisional or injunctive relief.

(d) Each party hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 7.01.

Section 7.07. Further Assurances. Each party hereto shall use its commercially reasonable efforts to take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement.

15

Section 7.08. No Partnership. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or quasi-partnership between the parties hereto.

16

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

ELONG, INC.
By:	* / signature/
Name:
Title:
TCH SAPPHIRE LIMITED
By:	* / signature/
Name:
Title:
EXPEDIA ASIA PACIFIC-ALPHA LIMITED
By:	* / signature/
Name:
Title:

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT