Exhibit 4.63


 


[Note: Translation from the original agreement
in Chinese]


 


Execution Copy


 


Seventh Amended and Restated Exclusive
Purchase Right Agreement 


 


This Seventh Amended and Restated Exclusive Purchase Right Agreement
(the “Agreement”) is entered into on September 7, 2015 among the following parties:


 


Party A: eLong, Inc.


Registered Address: 4th Floor, Hutchence David Century
Garden, George Town, Grand Cayman, Cayman Islands.


 


Party B: Hao Jiang


Address: Room 601, Building No. 63, No. 316, Gumeixi
Road, Minhang District, Shanghai


ID No.:


 


Party C: Beijing Asiamedia Interactive Advertising Co., Ltd.



Registered Address: 2nd Floor, Xingke
Plaza-C, 10 Jiuxianqiao Street, Chaoyang District, Beijing


Legal Representative: Hao Jiang


 


Party D: eLongNet Information Technology (Beijing) Co., Ltd.



Registered Address: 10 Jiuxianqiao Road, Chaoyang District,
Beijing


Legal Representative: Guangfu Cui


 


Each party hereto shall be referred to as a “Party”,
and collectively as the “Parties”. 


 


WHEREAS: 


 


		1.	Party A is a company registered and established in Cayman Islands; Party B is a citizen of the PRC; Party C is a limited liability
company established and validly existing in accordance with PRC laws; Party D is a wholly foreign-owned enterprise established
and validly existing in accordance with PRC laws, and is wholly owned by Party A.



 


		2.	Party A, Party B and Party C entered into Sixth Amended and Restated Exclusive Purchase Right Agreement on December 26, 2012,



 


		3.	Pursuant to the Equity Interest Transfer Agreement entered into by Guangfu Cui and Party B on September 7, 2015; pursuant to
Succession Agreement entered into by Party A, Party B, Party C, Party D and Guangfu Cui on September 7, 2015, the 1.67% interest
in Party C formerly held by Guangfu Cui, and all rights and obligations pertaining thereto, have been transferred to Party B.



 


		4.	In order to reflect Party C’s succession to former exclusive purchase right agreement, Party A, Party B and Party C hereby
decide to amend and restate the former exclusive purchase right agreement.



 


		.	Now, the Parties have agreed to enter this Sixth Amended and Restated Exclusive Purchase Right Agreement.



 


NOW, THEREFORE, the parties to this agreement hereby agree as
follows:


 


Chapter One.      Purchase and
Sale of Equity Interest


 


1.1 Authorization


 


Party B hereby irrevocably grants Party A, under the laws of
the PRC, the right to, following the steps decided by Party A, and the price specified in 1.3 of this agreement, purchase by Party
A or by one or more persons designated by Party A (“Designated Persons”) at any time from Party B of its all or part
of the equity interest of Party C (“Equity Interest Purchase Right”) and, at the time of exercise of the Equity Interest
Purchase Right, shall unconditionally provide all necessary cooperation to complete such exercise. Besides Party A and the Designated
Persons, no third party has any Equity Interest Purchase Right. Party C hereby agrees to the grant by Party B of the Equity Interest
Purchase Right to Party A. As specified in this agreement, “person” has the meaning of a natural person, corporation,
joint venture, partnership, enterprise, trust or non-corporate organization.


 






     


     


    

 


1.2    Exercise Procedure


 


Upon and subject to the laws and regulations of PRC, Party A
may send a written notice (the “Notice of Purchase of Equity Interest”) to Party B for performance of the purchase
right to explain in detail the number of shares purchased and the purchase method.


 


1.3   Purchase Price


 


Unless a valuation is required by PRC law on the date of exercise,
the price of the Purchased Equity Interest (“Purchase Price”) shall be equivalent to the actual amount of paid-in capital
paid by Party B for the Purchased Equity Interest.


 


1.4 Exercise of Purchase Right (and Transfer of Purchased
Equity)


 


Each time Party A exercises the Equity Interest Purchase Right:


 


(a) Party B shall supervise and cause Party C to convene a shareholders’
meeting, and during such meeting, to pass the decision or resolution to transfer the equity interest from Party B to Party A and/or
the Designated Persons;


 


(b) Party B shall, upon the terms and conditions of this agreement
and the Notice of Purchase of Equity Interest, enter into an equity interest transfer agreement with Party A (or, as applicable,
the Designated Person); and


 


(c) Party B and Party C shall execute all other necessary contracts,
agreements or documents, acquire all requisite approvals and consents of the government, and, without any security interest, perform
all requisite actions to transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated Person,
and to cause Party A and/or the Designated Person to become the registered owner of the Purchased Equity Interest. For this agreement,
“Security Interest” has the meaning of security, mortgage, right or interest of the third party, any purchase right
of equity interest, right of acquisition, prior purchase right, right of set-off, ownership detainment or other security arrangements.
To further clarify, security interest does not include any security interest under this agreement or the equity interest pledge
agreement of Party B. As described in this agreement, “the Equity Interest Pledge Agreement of Party B” has the meaning
of the Equity Interest Pledge Agreement entered into by Party D and Party B dated as of the execution date of this agreement, according
to which in order to secure Party C’s performance of the obligations under the Exclusive Technology Service Agreement and
other agreements (see details in the Equity Pledge Agreement), Party B pledges all its equity interest in Party C to Party D.


 


1.5 Payment


 


As contemplated in the Loan Agreement, any proceeds received
by Party B from the transfer of its equity interest in Party C shall be used, according to the Loan Agreement, as payment for the
loan and to terminate the loan agreement. Therefore, except as required by applicable law, upon the performance of the Equity Interest
Purchase Right by Party A, the Purchase Price shall be used as the payment for the principal as well as interest from Party B to
Party A. Party A is not required to pay the Purchase Price to Party B.


 






     


     


    

 


Chapter Two. Covenants Relating to Equity Interest


 


2.1 Covenants of Party C


 


(a) Without prior written consent by Party A, not to amend,
change or alter the articles of the association of Party C in any form, to increase or decrease registered capital of the corporation,
or to change the structure of the registered capital by any other means;


 


(b) Apply good finance and business practices in order to maintain
the existence of the company, prudently and effectively operate the business and manage its affairs;


 


(c) Beginning on the date of this Agreement, without prior written
consent by Party A, not to sell, transfer, mortgage or dispose in any other form any assets, interests of business or income of
Party C, or to approve any other security interest relating thereto;


 


(d) Beginning on the date of this Agreement, without prior written
consent from Party A, no debt shall be incurred, inherited, guaranteed, or allowed to exist, with the exception of: (i) debt from
normal or daily business but not from borrowing; and (ii) debt having been disclosed to Party A or for which Party A has provided
written consent;


 


(e) To operate the business normally in order to maintain the
asset value of Party C, without taking any action or inaction that may adversely affect the operation and asset value;


 


(f) Without prior written consent by Party A, not to enter into
any material contract, with the exception of contracts entered into in the ordinary course (for this paragraph, a contract with
a value more than RMB100,000 shall be deemed a material contract);


 


(g) Without prior written consent by Party A, not to provide
loan or credit to anyone;


 


(h) Upon the request of Party A, to provide all operation and
finance information of Party C to Party A;


 


(i) Without prior written consent by Party A, not to merge or
affiliate with any person, or purchase any person or invest in any person;


 


(j) To notify Party A immediately upon the occurrence or the
probable occurrence of litigation, arbitration or administrative procedures related to the assets, business and income of Party
C;


 


(k) In order to maintain the ownership by Party C of all its
assets, to execute all requisite or appropriate documents, do all requisite or appropriate actions, and advance all requisite or
appropriate accusations, or make requisite or appropriate defenses to claims;


 


(l) Without prior written notice by Party A, not to assign stock
interests to shareholders in any form, but upon the request of Party A, to assign all its assignable profits to their own shareholders;


 


2.2 Covenants of Party B


 


(a) Beginning from the date of entry into this agreement, without
prior written consent from Party A, not to sell, transfer, mortgage or dispose in any other form any legitimate or beneficial interest
of equity interest in Party C held by Party B, or to approve any security interest related thereto, except the equity interest
pledge of Party B set forth in the Equity Interest Pledge Agreement of Party B;


 


(b) Without prior written consent from Party A, not to cause
the shareholders meeting of Party C to approve or execute any shareholders’ resolution (i) to amend the articles of association,
increase or decrease the registered capital or in any other way alter the capital structure of Party C, or (ii) to sell, transfer,
mortgage or dispose in any other form any beneficial interest of equity interest, or to approve any other security interest relating
thereto, except such actions requested by Party A or a Designated Person;


 


(c) Without the prior consent of Party A, to cause the shareholders’
meeting not to approve or execute any shareholders’ resolution of Party C to merge or affiliate with any person, or purchase
any person or invest in any person;


 


(d) To notify Party A of the occurrence or the probable occurrence
of any litigation, arbitration or administrative procedure related to the equity interest;


 






     


     


    

 


(e) To cause the shareholders meeting to vote to approve the
transfer of the Purchased Equity Interest in accordance with this agreement;


 


(f) In order to keep its ownership of the equity interest, to
execute all requisite or appropriate documents, do all requisite or appropriate action, and advance all requisite or appropriate
claims or appropriate defenses to claims;


 


(g) Upon request of Party A, to appoint any person designated
by Party D to be the member of the board of directors of Party C;


 


(h) Upon the request of Party A at any time, to unconditionally
and immediately transfer Party B’s equity interest to Party A or the representatives designated by Party A at any time, and
abandon the right of first purchase with respect to such transfer of equity interest to another shareholder;


 


(i) To strictly comply with the terms and conditions of this
agreement and other agreements entered into jointly or separately by Party B, Party C and Party A, to fully perform all obligations
under these agreements, without taking any action or inaction that may affect the validity and enforceability of these agreements.


 


2.3 Covenants of Party
D


 


Considering Party B has pledged the equity interests of Party
C, which are held by Party B, to Party D, Party D agrees that in case Party A exercises the right of Equity Interest Purchase Right
during the term of the Equity Interest Pledge Agreement, Party B shall transfer the equity interests to Party A (or other appointed
person) in accordance with the agreement, the aforesaid transfer shall not be bound by the restrictions on transfer of Party B’s
equity interest set forth in the Equity Interest Pledge Agreement.


 


3. Representations and Warranties


 


Representations and Warranties of Party B and Party C


 


As of the execution date of this agreement, and every subsequent
transfer date, Party B and Party C hereby represent and warrant to Party A as follows:


 


(a) Party B and Party C each have the power and ability to enter
into and deliver this agreement, and any equity interest transfer agreement (“Transfer Agreement”), for every single
transfer of the purchased equity interest according to this Agreement, and to perform its obligations under this agreement and
any Transfer Agreement. Upon execution, this agreement and the Transfer Agreements having it as a party shall constitute legal,
valid and binding obligations enforceable against Party B and Party C in accordance with its terms;


 


(b) The execution, delivery of this agreement and any Transfer
Agreements and performance of the obligations under this agreement and any Transfer Agreements do not: (i) violate PRC law; (ii)
conflict with Party B or Party C’s articles of association or other organizational documents; (iii) cause the breach, or
constitute breach, of any contract or instruments to which Party B or Party C is a party or has a binding obligation; (iv) cause
Party B or Party C to violate any relevant authorization, consent or approval and/or valid condition; or (v) cause any consent
or approval of Party B or Party C to be suspended, removed, or made subject to conditions.


 


(c) Party C holds clean and saleable ownership of all assets.
Party C has not placed any security interest on the said assets;


 


(d) Party C does not have any undischarged debt, with the exception
of (i) debt from its normal business; and (ii) debt having been disclosed to Party A or for which Party A has provided written
consent;


 


(e) Party C abides by all PRC law and regulations applicable
to the purchase, transfer and disposal of assets;


 






     


     


    

 


(f) No litigation, arbitration or administrative procedure relating
to equity interest, assets of Party C or the Party B’s shareholding of Party C is underway, pending or probable; and


 


(g) Party B holds clean and saleable ownership of its equity
interest, and has not placed any security interest on such assets, other than as set forth in the Equity Interest Pledge Agreement.


 


4. Effective Date, Term and Termination


 


This agreement shall come into effect from the date of execution
date by the Parties, and shall have a term of 20 years, with automatic renewal at the end of such term, and with no limit on such
renewals. Party A may unilaterally terminate this agreement at any time. Party B, Party C, and Party D do not have an early termination
right.


 


5. Applicable Law and Dispute Resolution


 


5.1 Applicable Law


 


The execution, validity, construing and performance of this
agreement, and resolution of the disputes under this agreement, shall be in accordance with officially published and publicly attainable
laws of PRC (“PRC laws”). Issues not regulated by the PRC laws shall apply international legal rules and conventions.


 


5.2 Dispute Resolution


 


(a) Any dispute, controversy or claim arising from the agreement
or relating with the agreement (including any issue relating with the existence, validity or termination of the agreement) should
be submitted to China International Economic and Trade Arbitration Commission (the “Arbitration Commission”). Arbitration
Commission shall conduct arbitration in accordance with the rules of arbitration in effect on the date of application. The arbitration
award shall be final and binding upon all parties.


 


(b) Arbitration place shall be Beijing, PRC.


 


(c) Arbitration language shall be Chinese.


 


(d) The arbitral panel shall be composed of three arbitrators.
Each party should respectively appoint an arbitrator, the chairman of the arbitral panel shall be appointed by both parties through
consultation. In case both parties do not agree on the person selected for the chief arbitrator within twenty days from the date
of their respective arbitral appointments, the director of the Arbitration Commission shall have the right to appoint the chief
arbitrator. The chief arbitrator shall not be a Chinese citizen or United States citizen.


 


(e) Both parties agree that the court of arbitration established
according to the regulation shall have the right to provide effective relief in accordance with PRC law (including but not being
limited to Law of Contract of the People’s Republic of China). For the avoidance of doubt, both parties confirm that any
court having jurisdiction (including PRC courts) may carry out performance of the arbitral award.


 


(f) Both parties agree to conduct arbitration in accordance
with this Section, and irrevocably waive the right to appeal, reexamine or prosecute to national court or other judicial body in
any form, subject to the effectiveness of this waiver. However the waiver of both parties does not include any post-arbitration
injunction, post-arbitration distress warrant or other command issued by any court having jurisdiction (including PRC Court) for
terminating the arbitration procedure or carrying out any arbitral award.


 


6. Taxes and Expenses


 


Each Party shall, according to PRC law, bear any and all transfer
and registration taxes, costs and expenses for the preparation and execution of this Agreement and all Transfer Agreements, and
those arising from or imposed on the Party, to complete the transactions of this Agreement and all Transfer Agreements.


 






     


     


    

 


7. Notices


 


This agreement requires that notices or other communications
sent by any party or corporation shall be written in Chinese or English, and be delivered in person, by mail or telecopy to other
parties at the following addresses or other specified addresses noticed by other parties to the party. The date deemed to be duly
given or made shall be confirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having
been duly given or made; (b) for notices delivered by mail, the tenth day of the delivery date of air certified mail with postage
prepaid (as shown on stamp) or the fourth day of the delivery date to an internationally certified delivery institution shall be
deemed as having been duly given or made; and (c) for notices by telecopy, the receipt date showed on the delivery confirming paper
of the relevant document shall be deemed as having been duly given or made.


 


Party A: eLong, Inc.


Address: Third Floor, Tower C, Xingke Plaza, 10 Jiuxianqiao
Road, Chaoyang District, Beijing


Fax: 8610-64366019


Tel: 8610-58602288


Addressee: Hao Jiang


 


Party B: Hao Jiang


Address: Room 601, Building No. 63, No. 316, Gumeixi
Road, Minhang District, Shanghai


ID No.: 310112197301070017


 


Party C: Beijing Asiamedia Interactive Advertising Co.,
Ltd.


Registered Address: 2nd Floor, Xingke
Plaza-C, 10 Jiuxianqiao Street, Chaoyang District Beijing


Fax: 8610-64366019


Tel: 8610-5860228


Addressee: Hao Jiang


 


Party D: eLongNet Information Technology (Beijing) Co.,
Ltd.


Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing


Fax: 8610-64366019


Tel: 8610-5860228


Addressee: Guangfu Cui


 


8. Confidentiality


 


All parties admit and confirm any oral or written materials
exchanged by the parties relating to this agreement are confidential. All parties shall maintain the secrecy and confidentiality
of all such materials. Without written approval by the disclosing party, the party receiving the confidential information shall
not disclose to any third party any relevant materials, but with the exception of the following: (a) the public know or may know
such materials (but not disclosed by the party accepting the materials); (b) materials needed to be disclosed subject to ordinance
or listing rules or precedents of stock exchange; or (c) any party necessarily discloses materials to its legal or financial consultant
relating the transaction of this agreement, and this legal or financial consultant shall have the obligation of confidentiality
similar to that set forth in this. The breach of the obligation of confidentiality by staff or employed institution of any party
shall be deemed as the breach of such obligation by that party, and by whom the liabilities for breach shall be bored. This obligation
shall continue in force and effect after termination of the agreement.


 


9. Further Assurances


 


The Parties to the agreement agree to promptly execute documents
reasonably necessary to the performance of the provisions and the aim of this agreement or beneficial thereto, and to take actions
reasonably necessary for the performance of the provisions and the aim of this agreement or actions beneficial thereto.


 






     


     


    

 


10. Other


 


10.1 Amendment, Modification and Supplement


 


Amendment, modification and supplement of this agreement shall
be subject to the written agreement executed by each party. Party A may unilaterally amend this agreement; Party B and Party C
shall promptly and unconditionally cooperate to sign any amendment or supplement requested by Party A.


 


10.2 Observance of Laws
and Regulations


 


The parties of the contract shall observe in operation of business
all PRC laws and regulations.


 


10.3 Entire Contract


 


Except the written amendment, supplement and modification of
this agreement upon the date of execution, this agreement shall constitute the entire contract of the parties hereto with respect
to the object hereof and supersedes all prior oral or written agreements, representation and contracts with respect to the object
hereof.


 


10.4 This Agreement amends and restates the Fifth Amended and
Restated Exclusive Purchase Agreement, dated June 11, 2010. In the event of any conflict between the terms of this Agreement and
the prior agreement, the terms of this Agreement shall prevail.


 


10.5 Headings


 


The headings contained in this agreement are for convenience
of reading only and shall not affect the interpretation, explanation or in any other way the meaning of the provisions of this
agreement.


 


10.6 Language


 


This agreement is executed in Chinese in quadruplicate.


 


10.7 Severability


 


If any one or more provisions of this agreement are judged as
invalid, illegal or non-enforceable according to any laws or regulations, the validity, legality and enforceability of other provisions
hereof shall not be affected or impaired. The Parties shall, through sincere consultation, seek to replace those invalid, illegal
or non-enforceable provisions with valid ones, and from such valid provisions, similar economic effects shall be tried to reach
as from those invalid, illegal or non-enforceable provisions.


 


10.8 Successors


 


This Agreement shall be binding on, and benefit, the successor
and permitted assigns of each Party.


 


10.9 Survival


 


(a) Any obligation taking place or at term hereof prior to the
end or termination ahead of the end of this agreement shall continue in force and effect notwithstanding the occurrence of the
end or termination ahead of the end of the agreement.


 


(b) Item 5, Item 7 and Item 10.9 hereof shall continue in force
and effect after the termination of this agreement.


 


10.10 Waiver


 


Any party to this agreement may waive the terms and conditions
of this agreement. Such waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be
bound thereby. Any waiver by a party to the breach hereof by other parties in a certain situation shall not be construed as a waiver
to any similar breach by other parties in any other situation.


 


[No text hereunder]


 






     


     


    

 


[signature page to Sixth Amended and Restated
Exclusive Purchase Right Agreement]


 


Party A: eLong, Inc.


	Signature of Authorized Representative:	/s/ Hao Jiang 	 


 


Party B: Hao Jiang


	Signature:	/s/ Hao Jiang	 


 


Party C: Beijing Asiamedia Interactive Advertising Co.,
Ltd.


	Signature of Authorized Representative:	/s/ Hao Jiang	 


Official Seal: [seal of Beijing Asiamedia Interactive
Advertising Co., Ltd.]


 


Party D: eLongNet Information Technology (Beijing) Co.,
Ltd.


	Signature of Authorized Representative:	/s/ Guangfu Cui	 


Official Seal: [seal of eLongNet Information Technology
(Beijing) Co., Ltd.]