The Third Amended and Restated Exclusive Purchase Right Agreement



 Exhibit 4.53 
 Third Amended and Restated Exclusive Purchase Right Agreement 
 eLong.Inc (hereinafter “Party A”)

 Registered Address: 4th Floor, Hutchence David Century Garden, George Town, Grand Cayman, Cayman Islands. 
 Thomas Zheng (hereinafter “Party B”) 
 ID number:
110104196411121637 
 Residence: No.11, Huaibaishu Street, Xuanwu District, Beijing. 
 Beijing Asia Media Interactive Advertising Co., Ltd. (hereinafter “Party C”) 
 Registered Address: 203,
Xingke Plaza-B, 10 Jiuxianqiao Street, Chaoyang District Beijing 
 Legal Representative: Justin Tang 
 eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter “Party D”) 
 Registered Address: 10 Jiu Xian Qiao Road, Chaoyang District, Beijing. 
 Legal Representative: Justin Tang

 WHEREAS: 
 1. Party A is a company registered and
established in Cayman Islands; Party B is a PRC resident; Party C is a limited liability company established and validly existing in accordance with PRC laws, and of which 12.5% equity interest is held by Party B; Party D is a wholly foreign owned
enterprise established and validly existing in accordance with PRC laws, and is a wholly owned company of Party A. 
 2. “Agreement” was entered
into by and between Linda Dong, a shareholder with former possession of 25% equity interests in Party C and Party D dated as of December 30th 2004, and according to which Party D provided Linda Dong with funds for Linda Dong to invest in Party
C; “Subscribing Agreement” (hereinafter the “Original Subscribing Agreement”) was entered into by and between Linda Dong and Party D dated as of December 30th 2004, and according to which Linda Dong offered Party D the right
to exclusively purchase Party C’s equity interest held by Linda Dong at a price of RMB125,000, and Party D paid RMB1 to Party A as a consideration. 
 3. “Loan Agreement” (hereinafter the “Loan Agreement”) was entered into by and between Party A and Linda Dong dated as of December 30th 2004, and according to which Party A provided a loan to Linda Dong to refund to
Party D for the funds and investment made by Party C. 







 4. To reflect Part B’s succeeding the Amended and Restated Exclusive Purchase Right Agreement signed between Party
A, Party C and Party D, each party hereby makes amendment and restatement to this agreement as follows: 
 NOW, THEREFORE, the parties to this agreement
hereby agree on Dec.30, 2004 as follows: 
 Chapter One. Purchases and Sale of Equity Interest  
 1.1 Authorizations  
 Party B hereby irrevocably delivers to Party A,
under the laws of the PRC, an irrevocable sole authority of, following the steps decided by Party A, and the price specified in 1.3 of this agreement, purchasing by Party A or by one or more persons designated by Party A (the “Designated
Persons”) at any time from Party B of its all or part of the equity interest of Party C (“Purchase Right of Equity Interest”). Besides Party A and the Designated Persons, any third party does not have such Purchase Right of Equity
Interest. Party C hereby agrees the delivery of Purchase Right of Equity Interest from Party B to Party A. As specified in this and this agreement, the “person” has the meaning of a person, corporation, joint venture, partnership,
enterprise, trust or non-corporation organization. 
 1.2 Steps  
 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 upon its performance of purchase to explain in detail the way of purchase. 

1.3 Purchase Price  
 Except as requested by laws of P.R.C to
evaluate, the price of the Purchased Equity Interest (“Purchase Price”) shall be an equivalent of the actual amount of the Purchased Equity Interest contributed by Party B. 
 1.4 Transfer of the Purchased Equity Interest  
 Every time upon Party A’s performance of the Purchase Right of
Equity Interest: 
 (a) Party B shall supervise and urge Party C to convene the shareholders meeting, and during the 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 Equity Interest Transfer Agreement with Party A (or, in applicable situation, the Designated Persons); and 
 (c) The related parties shall execute all other requisite contracts, agreements or documents, acquire all requisite approval and consent of the government, and, without any security interest, perform all requisite
action 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 be the registered owner of the Purchased Equity Interest. For this and 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 define the meaning, it does not include any security interest subject to this agreement or the equity interest pledge contract of Party B. As described in this and 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 the said agreement, to secure Party C to perform the obligations
subject to the Exclusive Technology Service Agreement entered into between Party C and Party D, Party B pledges all its equity interest in Party C to Party D. 
 1.5 Payment  
 Whereas contemplated in the Loan Agreement, any proceeds gained by Party B from the transfer of its equity interest in Party C
shall be used, according to the Loan Agreement, as the payment to its loan borrowed from Party A. Therefore, except otherwise other arrangement shall be applied according to the applicable law, upon the performance of the Purchase Right of Equity
Interest by Party A, the Purchase Price shall be used as the payment for the principal as well as the interests from Party B to Party A subject to the loan. Party A does not need pay the Purchase Price to Party B anymore. 







 Chapter Two. Promises Relating Equity Interest  
 2.1 Promises Relating Party C  
 Party C hereby promise: 

(a) Without prior written consent by Party A, not, in any form, to complement, change or renew the articles of the association of Party C, to increase or decrease
registered capital of the corporation, or to change the structure of the registered capital in any other forms; 
 (b) Following kind finance and business
standard and tradition, to maintain the exist of the corporation, prudently and effectively operate business and process affairs; 
 (c) Without prior
written consent by Party A, not, dated from the execution date of this agreement, to sale, transfer, mortgage or dispose in any other form any assets, legitimate or beneficial interest of business or income of Party C, or to approve any other
security interest set on it; 
 (d) Without prior written notice by Party A, no debt shall take place, be inherited, be guaranteed, or be 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 having gained written consent from Party A; 
 (e) To normally operate all business to maintain the asset value of Party C, without doing or otherwise any action that sufficiently affects the operation and asset
value; 
 (f) Without prior written consent by Party A, not to enter into any material contract, with the exception of the contract entered into during the
normal business (as in this paragraph, a contract with a value more than a hundred thousand Yuan (RMB100,000) shall be deemed as a material contract); 
 (g)
Without prior written consent by Party A, not to provide loan or credit loan to anyone; 
 (h) Upon the request of Party A, to provide all operation and
finance materials relevant to PartyA; 
 (j) Without prior written consent by Party A, Party C shall not to merger or associate with any person, or purchase
any Person or invest in any Person; 
 (k) To notify Party A immediately the occurrence or the probable occurrence of the litigation, arbitration or
administrative procedure related to the assets, business and income of Party C; (l) In order to keep the ownership of Party C to all its assets, to execute all requisite or appropriate documents, do all requisite or appropriate action, and
advance all requisite or appropriate accusation, or make requisite or appropriate plea for all claims; 
 (m) 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
Promises Relating Party B  
 Party B promises: 
 (a) Without prior written consent by Party A, as of the execution date of this agreement, 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 other security interest set on it, with the exception of the pledge set on the equity interest of Party B subject to Equity Interest Pledge Agreement of Party B; 
 (b) Without prior written notice by Party A, not to cause the Board of Shareholders commissioned by Party C not to approve or execute any approving document to, sale, transfer, mortgage or dispose in any other form
any legitimate or beneficial interest of equity interest, or to approve any other security interest set on it, with the exception of such actions made to Party A or the designated person of Party A; 







 (c) To cause the Board of Shareholders commissioned by it not to approve or execute any approving document for Party C
to, with no prior written notice by Party A, merger or associate with any person, or purchase any person or invest in any person; 
 (d) To notify Party A
the occurrence or the probable occurrence of the litigation, arbitration or administrative procedure related to the equity interest owned by it; 
 (e) To
cause the Board of Shareholders commissioned by it to vote to approve the transfer of the Purchased Equity Interest subject to 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 accusation, or make requisite or appropriate plea for all claims;

 (g) Upon the request of Party A, to commission any person designated 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 immediately transfer its equity interest to the representatives designated by Party A unconditionally and at any time,
and abandon its prior purchase right of such equity interest transferring to another available shareholder; 
 (i) To prudently comply with the terms and
conditions of this agreement and other agreements entered into totally or respectively by Party B, Party C and Party A., to actually perform all obligations under these agreements, without doing or otherwise any action that sufficiently affects the
validity and enforceability of these agreements; 
 2.3 Promises Relating Party D  
 Considering Party B has impawned the stockholder’s right of Party C, hold by Party B, to Party D. Party D agrees that in case Party A exercises the right of purchasing stockholder’s right during the validity
period of Equity Interest Pledge Agreement, Party B shall transfer the stockholder’s right to Party A or other appointed personnel in accordance with the agreement, the aforesaid transformation shall not be bound by the regulation that the
transformation of Party B’s stockholder’s right shall be limited, in the Equity Interest Pledge Agreement. 
 3. Representations and Warranties
 
 Representations and Warranties of Party B and Party C 
 Dated as of the execution date of this agreement and every transferring date, Party B and Party C hereby represents and warrants together and respectively to Party A as follows: 
 (a) It has the power and ability to enter into and deliver this agreement, and any equity interest-transferring agreement (“Transferring Agreement”,
respectively) having it as a party, for every single transfer of the purchased equity interest according to this Agreement, and to perform its obligations under this agreement and any Transferring Agreement. Upon execution, this agreement and the
Transferring Agreements having it as a party constitute a legal, valid and binding obligation of it enforceable against it in accordance with its terms; 
 (b) The execution, delivery of this agreement and any Transferring Agreement and performance of the obligations under this agreement and any Transferring Agreement do not: (i) cause to violate any relevant laws of PRC;
(ii) constitute a conflict with its articles of association or other organizational documents; (iii) cause to breach any contract or instruments to which it is a party or having binding obligation on it, or cause to breach any contract or
instruments to which it is a party 








 
or having binding obligation on it; (iv) cause to violate relevant authorization of any consent or approval to it and/or any continuing valid condition;
or (v) cause any consent or approval authorized to it to be suspended, removed, or into which other requests be added; 
 (c) Party C bears the kind and
sellable ownership of all assets. Party C does not set 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 and having gained written consent from Party A; 
 (e) Party C abides by all laws and regulations applicable to the purchase of assets; 
 (f) No litigation, arbitration or administrative procedure
relating to equity interest, assets of Party C or the corporation is underway or to be decided or to probably take place; and 
 (g) It bears the kind and
sellable ownership of its equity interest, it does not set any security interest on the said assets. 
 4. Effective Date  
 This agreement shall be established from the execution date of this agreement, and come into effect as of the date of Party B’s completing the change of equity
interest transferred to Party B from Linda Dong and has a validity period of 20 years. 
 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, tangle 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 current effective rules of arbitration application. The arbitration award shall be final and binding upon both parties. 
 (b)
Arbitration place shall be Beijing, PRC. 
 (c) Arbitration language shall be English. 
 (d) The court of arbitration shall compose of three arbitrators. Both parties should respectively appoint an arbitrator, the chairman of the court of arbitration shall be appointed by both parties through
consultation. In case both parties do not coincide in opinion of the person selected for the chief arbitrator within twenty days from the date of their respectively appoint a arbitrator, the director of Arbitration Commission shall have right to
appoint the chief arbitrator. The chief arbitrator shall not be Chinese citizen or United State citizen. 
 (e) Both parties agreed that the court of
arbitration established according to the regulation shall have right to provide actually performed relief on the proper situation according 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 further that any court having jurisdiction (including PRC Court) shall carry out the arbitral award of actual performance issued by the court of arbitration. 







 (f) Both parties agreed to conduct arbitration in accordance with this regulation, and irrepealably abstain the right to
appeal, reexamine or prosecute to national court or other administration of justice in any form, and the precondition shall be that the aforesaid waiver is effective. 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  
 Every party shall, according to laws of PRC,
bear any and all transferring and registering taxes, costs and expenses for the preparation and execution of this Agreement and all Transferring Agreements, and those arising from or imposed on the party, to complete the transactions of this
Agreement and all Transferring Agreements. 
 7. Notices  
 This agreement requests 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: 4th Floor, Hutchence David
Century Garden, George Town, Grand Cayman, Cayman Islands. 
 Fax: 
 Tel: 
 Addressee: 
 Party B:
Thomas Zheng 
 Address: 
 Fax: 
 Tel: 
 Party C: Beijing AsiaMedia Interactive Advertising
Co.Ltd 
 Address: 203, Xingke Plaza-B,10 Jiuxianqiao Street, Chaoyang District Beijing 
 Fax: 64312801 
 Tel: 58602288 
 Addressee: Justin Tang 
 Party D: eLongNet Information
Technology (Beijing) Co., Ltd. 
 Address: 10 Jiu Xian Qiao Road, Chaoyang District, Beijing 
 Fax: 64312801 
 Tel: 58602288 
 Addressee: Justin Tang 







 8. Confidentiality  
 Both the parties admit and confirm any oral or written materials exchanged by the parties relating to this agreement are confidential. Both parties shall maintain the secrecy and confidentiality of all such materials. Without written
approval by the other party, the party shall not disclose to ay 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. No matter this agreement may terminate by any reason, this shall continue in force and effect. 
 9. Further Warranties  
 The Parties to the agreement agree to
promptly execute documents reasonably requisite to the performance of the provisions and the aim of this agreement or documents beneficial to it, and to take actions reasonably requisite to the performance of the provisions and the aim of this
agreement or actions beneficial to it. 
 10. Miscellaneous  
 10.1 Amendment, Modification and Supplement  
 Upon amendment, modification and supplement of this agreement shall be subject to the written
agreement executed by each party. 
 10.2 Observance of Laws and Regulations  
 The parties of the contract shall observe and make sure the operation of each party fully observe all laws and regulations of PRC officially published and publicly gainable. 
 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 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. 
 10.5 Language  
 This agreement is executed in Chinese in
quadruplicate. 
 10.6 Severability  
 If any one or more
provisions of this agreement are judged as invalid, illegal or nonenforceable in any way according to any laws or regulations, the validity, legality and enforceability of other provisions hereof shall not be affected or impaired in any way. All
parties shall, through sincere consultation, urge to replace those invalid, illegal or nonenforceable 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. 







 10.7 Successor  
 This
Contract shall bind and benefit the successor of each party and the transferee allowed by each party. 
 10.8 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 10.8 hereof shall continue in force
and effect after the termination of this agreement. 
 10.9 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 certain situation shall not be construed as a waiver to any similar breach by other parties in other situation. 
 (No text hereunder) 







 IN WITNESS THEREFORE, the parties hereof have caused this agreement to be executed by Parties to this Agreement or
through their duly authorized representatives as of the date first written above. 
  

			
	Party A: eLong, Inc.
		
	Signature of Authorized Representative:	 	 /s/ Hal Fiske



			
	
	Party B: Thomas Zheng
		
	Signature:	 	 /s/ Thomas Zheng


 Party C: Beijing Asia Media Interactive Advertising Co., Ltd. 

			
		
	Signature of Authorized Representative:	 	 /s/ Justin Tang


  

			
	Official Seal:	 	 /s/


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

			
		
	Signature of Authorized Representative:	 	 /s/ Justin Tang


  

			
	Official Seal:	 	 /s/