**NOW, THEREFORE**, in consideration of the premises and mutual covenants and agreements hereincontained, and for other good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the parties hereto hereby covenant and agree as follows:1. Non-Compete Covenant; TripAdvisorChina.Each of the eLong Parties hereby waives any rights which any of the eLong Parties may possessunder the Non-Compete Covenant with respect to the TripAdvisorChina Business. For the avoidance ofdoubt, neither TripAdvisor LLC nor any of its subsidiaries (collectively, “TripAdvisor”)shall be restricted from, directly or indirectly, entering into or participating in commercialagreements with any entity or business that operates a travel service in the PRC or that marketstravel services to PRC residents, *provided that*such participation or agreement is in the ordinarycourse of the TripAdvisorChina Business.“TripAdvisorChina Business” means the online travel search engine and directorybusiness (including, without limitation, the aggregation of traveler opinions and articles, theprovision of links to travel partners through which travelers can make related travelarrangements), as currently conducted by TripAdvisor in the United States and elsewhere, includingthrough its Chinese-language website (www.daodao.com) (or any Chinese language successor orreplacement thereof owned directly or indirectly by Expedia), with reasonable extensions thereof(including the acquisition, directly or indirectly, of a similar business); *provided that*the“TripAdvisorChina Business” shall not be deemed to include the ability to directly reserve, book orpurchase hotel accommodations in the PRC or plane tickets arriving or departing from the PRC onwww.daodao.com (or successor website or interactive platform).Each of Expedia and Expedia Asia Pacific-Alpha does not believe that any of the eLong Partiespossess any rights under the Non-Compete Covenant with respect to the TripAdvisorChina Business.2. TripAdvisor NegotiationsExpedia shall engage, or shall cause TripAdvisor to engage, in good faith negotiations withthe Company with respect to preferred commercial terms for the Company’s participation onTripAdvisor’s website www.daodao.com.3. Effectiveness of Prior Agreements.Except as modified by the terms of Section 1 of this Agreement, the Transaction Agreement andother agreements entered into by the parties remain in full force and effect in accordance withtheir terms.4. Miscellaneous.The parties hereto agree that the provisions of Section 8 (Miscellaneous) of the TransactionAgreement, other than Section 8.10 thereof, shall apply to this Agreement and that such provisionsare incorporated herein by reference.*[remainder of page intentionally left blank]*
 
 

 
**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement as of the date writtenabove.           **ELONG, INC.**   **EXPEDIA, INC.**             By: /s/ Guangfu Cui    By: /s/ Burke F. Norton     Name: Guangfu Cui     Name: Burke F. Norton    Title: CEO     Title: EVP, General Counsel             **ELONGNET INFORMATION TECHNOLOGY(BEIJING) CO., LTD.**   **EXPEDIA ASIA PACIFIC-ALPHA LIMITED**             By: /s/ Guangfu Cui    By:  /s/ Burke F. Norton     Name: Guangfu Cui     Name: Burke F. Norton    Title: Director     Title: Director and Secretary