Exhibit 4.36





Exhibit 4.36




eLong, Inc. (the “Company”)

4th Floor, Hutchence David Century Garden

George Town, Grand Cayman

Cayman Islands




Justin Tang

Room 23A No. 1 Building, Yujing Garden, No.5 Shoutudong Street

Chaoyang District

Beijing, China

ID No.: 320106197103121236




Guangfu Cui

No.1, XiangHongqi Street

Haidian District

Beijing, China

ID number: 110108196902010857




Jack Wang

Address: 19th Floor, Liufangbeili Street

Chaoyang District

Beijing, China

ID No.: 11010519730528111X




Letter Agreement




Whereas Justin Tang and Guangfu Cui are the shareholders of Beijing Asia Media Interactive
Advertising Co., Ltd. (“Asia Media”) and Justin Tang, Guangfu Cui and Jack Wang are the
sole shareholders of Beijing eLong Information Technology Co., Ltd. (“Beijing
Information”); and



Whereas Justin Tang, Guangfu Cui and Jack Wang have entered into certain agreements with the
Company and with other subsidiaries, affiliates and variable interest entities (the “Prior
Agreements”).



Now, therefore, the shareholders of Asia Media and the shareholders of Beijing Information,
effective May 1, 2009, wish to clarify our mutual understandings of the following terms and agree
to:



1. Unless required by PRC law, the shareholders of Beijing Information and Asia Media will not
declare dividends or distribute bonuses during the contract period of the Loan Agreement. In the
event any of the shareholders receives any profit, bonus, distribution or dividend from Beijing
Information or Asia Media, the shareholder immediately shall return such profit, bonus,
distribution or dividend to the Company or to any party designated by the Company.



2. Pursuant to the Exclusive Purchase Right Agreement, the shareholders of Beijing Information and
Asia Media confirm that total consideration received from the transfer of the shares or sale of
assets of Beijing Information and Asia Media shall first be applied to the outstanding loan balance
under the Loan agreement. Any remaining consideration, after full repayment of the loan, will be
remitted in full to eLong, Inc. as a nonreciprocal transfer. If such transfer is prohibited by PRC
law, the shareholders will remit the consideration to the Company or its designees in a manner
permitted under applicable law.


 


 









 





3. The Company agrees to provide Beijing Information (and its subsidiaries) and Asia Media
financial support (which requires no repayment from Beijing Information and Asia Media) in the
event, but not limited to Beijing Information and Asia Media incurring losses from their
operations.



4. If PRC law requires Beijing Information or Asia Media to be dissolved or liquidated, Beijing
Information and Asia Media shall sell all of their assets to the Company or other qualifying entity
designated by the Company, at the lowest selling price permitted by applicable PRC law, any
proceeds received from the transfer shall be refund to the Company to repay the loan promptly.



5. After mandatory liquidation described in Section 4 above, the shareholders of Beijing
Information and Asia Media will remit in full to the Company any residual interest they receive in
a nonreciprocal transfer. If such transfer is prohibited by PRC law, the shareholders of Beijing
Information and Asia Media will remit the consideration to the Company or its designees in a manner
permitted under applicable law.



6. Any material changes to the Prior Agreements shall require the preapproval of the Company.



In the event of any conflict between the terms of this Letter Agreement and the Prior Agreements,
the terms of this Letter Agreement shall prevail.



	 	 	 	 	 	 	 	 	 	 	 
	Signed:

	 	/s/ Mike Doyle
 

	 	 
	 	Signed:
	 	/s/ Guangfu Cui
 

	 	 
	eLong, Inc.	 	 	 	Guangfu Cui	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signed:

	 	/s/ Justin Tang
	 	 	 	Signed:
	 	/s/ Jack Wang
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Justin Tang	 	 	 	Jack Wang