Exhibit 4.29






Exhibit 4.29




[Note: Translation from the original agreement written in Chinese]




Execution Copy




Fourth 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.




Guangfu Cui (hereinafter “Party B”)

ID No.: 110108196902010857

Address: No.1, XiangHongqi Street, Haidian District, Beijing




Beijing eLong Information Technology Co., Ltd. (hereinafter “Party C”)

Registered Address: 2nd Floor, Xingke Plaza-C, 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; Party D is a wholly foreign owned enterprise established and validly
existing in accordance with PRC laws and is a wholly owned
subsidiary of Party A.






	2.	 	According to the Third Amended and Restated Exclusive Purchase Right Agreement signed between
Party A, Party C, Party D and Yue Justin Tang, who formerly held a
75% equity interest of Party C, on April
21, 2008, Yue Justin Tang offered Party A the right to exclusively purchase Party C’s equity
interest held by Yue Justin Tang.






	3.	 	According to the Share and Debt Transfer Agreement signed between Party B and Yue Justin Tang
on June 11, 2010, Party B is the transferee of  the 75%
equity interest  of Party C from Yue Justin Tang and
all rights and obligations relating thereto incurred from Yue Justin Tang. Party B currently
holds 87.5% of the equity of Party C as the result of foresaid
transfer.






	4.	 	To reflect Part B’s succeeding the Third Amended and Restated Exclusive Purchase Right
Agreement signed between Party A, Party C and Party D, each party
hereby agrees to  amend and
restate the agreement as follows:



 


 









 











NOW, THEREFORE, the parties to this agreement hereby agree on June 11, 2010 as follows:




Chapter One. Purchase and Sale of Equity Interest




1.1 Authorization



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 natural 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





Unless at the time of exercise of Party A’s purchase right, PRC law requires an appraisal,
 the price of the Purchased Equity Interest
(“Purchase Price”) shall be equal to the actual amount of the Purchased Equity Interest
contributed by Party B.




1.4 Transfer of Purchased Equity Interest




Each time upon Party A’s exercise of the Right of Purchase:




(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 to Equity Interest




2.1 Covenants Relating to Party C




Party C hereby covenants:




(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 good finance and business practices, to maintain the existence 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 merge 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 Covenants Relating to Party B




Party B covenants:




(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 Shareholders
Meeting 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 shareholders meeting 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 shareholders meeting 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 pledged the stockholder’s rights of Party C, held 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 each 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 and come into effect from the execution date of this
agreement, 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 Chinese.




(d) The arbitral panel shall be composed 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 a 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 waive 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: 8610-64366019

Tel: 8610-58602288

Addressee: Sami Farhad




Party B: Guangfu Cui

Address: No.1, XiangHongqi Street, Haidian District, Beijing

Fax: 8610-64366019

Tel: 8610-58602288




Party C: Beijing eLong Information Technology Co., Ltd.

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

Fax: 8610-64366019

Tel: 8610-5860228

Addressee: Guangfu Cui




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

Address: 10 Jiu Xian Qiao Road, Chaoyang District, Beijing

Fax: 8610-64366019

Tel: 8610-5860228

Addressee: Guangfu Cui




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 available.




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/ Sami Farhad




Party B: Guangfu Cui

Signature: /s/ Guangfu Cui




Party C: Beijing eLong Information Technology Co., Ltd.

Signature of Authorized Representative: /s/ [seal of Beijing eLong Information Technology Co., Ltd.]




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

Signature of Authorized Representative: /s/ Mike Doyle

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