UTSI [UTSTARCOMSRP.] S-8 POS: (Original Filing)

[Post-Effective Amendment No.2 to FormS-8 (No.333-44548) Post-Effective Amendment No.2 to FormS-8 (No.333-60150) Post-Effective Amendment No.2 to FormS-8 (No.333-84710) Post-Effective Amendment No.2 to FormS-8 (No.333-108817) Post-Effective Amendment No.2 to FormS-8 (No.333-120564) Post-Effective Amendment No.2 to FormS-8 (No.333-127850) Post-Effective Amendment No.1 to FormS-8 (No.333-136551) Post-Effective Amendment No.1 to FormS-8 (No.333-161639) FORMS-8 REGISTRATION STATEMENT] [UTSTARCOMSRP. 1997 STOCK PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provideditionalentive to Employees, Directors andnsultants and to promote the success of thempanys business. Options granted under the Plan] [UTSTARCOMSRP. 2001 DIRECTOR OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this 2001 Director Option Plan are to attract and retain the best available personnel for service Outside Directors (as defined herein) of thempany, to provideditionalentive to the Outside Directors of thempany to serve Directors, and] [UTSTARCOMSRP. 2003 NONSTATUTORY STOCK OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Nonstatutory Stock Option Plan are: (a) to attract and retain the best available personnel for positions of substantial responsibility, (b) to provideditionalentive to Service Providers, and] [UTSTARCOMSRP. 2006 EQUITYENTIVE PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Plan are: to attract and retain the best available personnel for positions of substantial responsibility, to provideentives to individuals who perform services to thempany, and] [MAPLES Our refSMC/660463/21338610v2 UTStarcomsrp. PO Box 309 Ugland House George Town Grandyman,1-1104yman Islands 29 June2011 Dear Sirs UTStarcomsrp.mpany (the Resolutionsyman Islandsunsel to thempany, we have examined therporate authorisations of thempany innnection with the Merger and theoption and amendment of the Plans (the] [11th Floor PricewaterhouseCoopers Center 2rporate Avenue 202 Hu Bin Road, Luwan District Shanghai 200021, Telephone +86 (21) 2323 8888 Facsimile +86 (21) 2323 8800 pwccn.comNSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to theorporation by reference in this Registration Statement on FormS-8 of UTStarcomsrp. of our reportted March16, 2011 relating to the financial statements,]

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UTSI [UTSTARCOMSRP.] S-8 POS: Post-Effective Amendment No.2 to FormS-8 (No.333-44548) Post-Effective Amendment

[Post-Effective Amendment No.2 to FormS-8 (No.333-44548) Post-Effective Amendment No.2 to FormS-8 (No.333-60150) Post-Effective Amendment No.2 to FormS-8 (No.333-84710) Post-Effective Amendment No.2 to FormS-8 (No.333-108817) Post-Effective Amendment No.2 to FormS-8 (No.333-120564) Post-Effective Amendment No.2 to FormS-8 (No.333-127850) Post-Effective Amendment No.1 to FormS-8 (No.333-136551) Post-Effective Amendment No.1 to FormS-8 (No.333-161639) FORMS-8 REGISTRATION STATEMENT] [UTSTARCOMSRP. 1997 STOCK PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provideditionalentive to Employees, Directors andnsultants and to promote the success of thempanys business. Options granted under the Plan] [UTSTARCOMSRP. 2001 DIRECTOR OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this 2001 Director Option Plan are to attract and retain the best available personnel for service Outside Directors (as defined herein) of thempany, to provideditionalentive to the Outside Directors of thempany to serve Directors, and] [UTSTARCOMSRP. 2003 NONSTATUTORY STOCK OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Nonstatutory Stock Option Plan are: (a) to attract and retain the best available personnel for positions of substantial responsibility, (b) to provideditionalentive to Service Providers, and] [UTSTARCOMSRP. 2006 EQUITYENTIVE PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Plan are: to attract and retain the best available personnel for positions of substantial responsibility, to provideentives to individuals who perform services to thempany, and] [MAPLES Our refSMC/660463/21338610v2 UTStarcomsrp. PO Box 309 Ugland House George Town Grandyman,1-1104yman Islands 29 June2011 Dear Sirs UTStarcomsrp.mpany (the Resolutionsyman Islandsunsel to thempany, we have examined therporate authorisations of thempany innnection with the Merger and theoption and amendment of the Plans (the] [11th Floor PricewaterhouseCoopers Center 2rporate Avenue 202 Hu Bin Road, Luwan District Shanghai 200021, Telephone +86 (21) 2323 8888 Facsimile +86 (21) 2323 8800 pwccn.comNSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to theorporation by reference in this Registration Statement on FormS-8 of UTStarcomsrp. of our reportted March16, 2011 relating to the financial statements,]

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UTSI [UTSTARCOMSRP.] S-8 POS: (Original Filing)

[Post-Effective Amendment No.2 to FormS-8 (No.333-44548) Post-Effective Amendment No.2 to FormS-8 (No.333-60150) Post-Effective Amendment No.2 to FormS-8 (No.333-84710) Post-Effective Amendment No.2 to FormS-8 (No.333-108817) Post-Effective Amendment No.2 to FormS-8 (No.333-120564) Post-Effective Amendment No.2 to FormS-8 (No.333-127850) Post-Effective Amendment No.1 to FormS-8 (No.333-136551) Post-Effective Amendment No.1 to FormS-8 (No.333-161639) FORMS-8 REGISTRATION STATEMENT] [UTSTARCOMSRP. 1997 STOCK PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provideditionalentive to Employees, Directors andnsultants and to promote the success of thempanys business. Options granted under the Plan] [UTSTARCOMSRP. 2001 DIRECTOR OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this 2001 Director Option Plan are to attract and retain the best available personnel for service Outside Directors (as defined herein) of thempany, to provideditionalentive to the Outside Directors of thempany to serve Directors, and] [UTSTARCOMSRP. 2003 NONSTATUTORY STOCK OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Nonstatutory Stock Option Plan are: (a) to attract and retain the best available personnel for positions of substantial responsibility, (b) to provideditionalentive to Service Providers, and] [UTSTARCOMSRP. 2006 EQUITYENTIVE PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Plan are: to attract and retain the best available personnel for positions of substantial responsibility, to provideentives to individuals who perform services to thempany, and] [MAPLES Our refSMC/660463/21338610v2 UTStarcomsrp. PO Box 309 Ugland House George Town Grandyman,1-1104yman Islands 29 June2011 Dear Sirs UTStarcomsrp.mpany (the Resolutionsyman Islandsunsel to thempany, we have examined therporate authorisations of thempany innnection with the Merger and theoption and amendment of the Plans (the] [11th Floor PricewaterhouseCoopers Center 2rporate Avenue 202 Hu Bin Road, Luwan District Shanghai 200021, Telephone +86 (21) 2323 8888 Facsimile +86 (21) 2323 8800 pwccn.comNSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to theorporation by reference in this Registration Statement on FormS-8 of UTStarcomsrp. of our reportted March16, 2011 relating to the financial statements,]

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UTSI [UTSTARCOMSRP.] S-8 POS: Post-Effective Amendment No.2 to FormS-8 (No.333-44548) Post-Effective Amendment

[Post-Effective Amendment No.2 to FormS-8 (No.333-44548) Post-Effective Amendment No.2 to FormS-8 (No.333-60150) Post-Effective Amendment No.2 to FormS-8 (No.333-84710) Post-Effective Amendment No.2 to FormS-8 (No.333-108817) Post-Effective Amendment No.2 to FormS-8 (No.333-120564) Post-Effective Amendment No.2 to FormS-8 (No.333-127850) Post-Effective Amendment No.1 to FormS-8 (No.333-136551) Post-Effective Amendment No.1 to FormS-8 (No.333-161639) FORMS-8 REGISTRATION STATEMENT] [UTSTARCOMSRP. 1997 STOCK PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provideditionalentive to Employees, Directors andnsultants and to promote the success of thempanys business. Options granted under the Plan] [UTSTARCOMSRP. 2001 DIRECTOR OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this 2001 Director Option Plan are to attract and retain the best available personnel for service Outside Directors (as defined herein) of thempany, to provideditionalentive to the Outside Directors of thempany to serve Directors, and] [UTSTARCOMSRP. 2003 NONSTATUTORY STOCK OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Nonstatutory Stock Option Plan are: (a) to attract and retain the best available personnel for positions of substantial responsibility, (b) to provideditionalentive to Service Providers, and] [UTSTARCOMSRP. 2006 EQUITYENTIVE PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Plan are: to attract and retain the best available personnel for positions of substantial responsibility, to provideentives to individuals who perform services to thempany, and] [MAPLES Our refSMC/660463/21338610v2 UTStarcomsrp. PO Box 309 Ugland House George Town Grandyman,1-1104yman Islands 29 June2011 Dear Sirs UTStarcomsrp.mpany (the Resolutionsyman Islandsunsel to thempany, we have examined therporate authorisations of thempany innnection with the Merger and theoption and amendment of the Plans (the] [11th Floor PricewaterhouseCoopers Center 2rporate Avenue 202 Hu Bin Road, Luwan District Shanghai 200021, Telephone +86 (21) 2323 8888 Facsimile +86 (21) 2323 8800 pwccn.comNSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to theorporation by reference in this Registration Statement on FormS-8 of UTStarcomsrp. of our reportted March16, 2011 relating to the financial statements,]

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UTSI [UTSTARCOMSRP.] S-8 POS: (Original Filing)

[Post-Effective Amendment No.2 to FormS-8 (No.333-44548) Post-Effective Amendment No.2 to FormS-8 (No.333-60150) Post-Effective Amendment No.2 to FormS-8 (No.333-84710) Post-Effective Amendment No.2 to FormS-8 (No.333-108817) Post-Effective Amendment No.2 to FormS-8 (No.333-120564) Post-Effective Amendment No.2 to FormS-8 (No.333-127850) Post-Effective Amendment No.1 to FormS-8 (No.333-136551) Post-Effective Amendment No.1 to FormS-8 (No.333-161639) FORMS-8 REGISTRATION STATEMENT] [UTSTARCOMSRP. 1997 STOCK PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provideditionalentive to Employees, Directors andnsultants and to promote the success of thempanys business. Options granted under the Plan] [UTSTARCOMSRP. 2001 DIRECTOR OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this 2001 Director Option Plan are to attract and retain the best available personnel for service Outside Directors (as defined herein) of thempany, to provideditionalentive to the Outside Directors of thempany to serve Directors, and] [UTSTARCOMSRP. 2003 NONSTATUTORY STOCK OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Nonstatutory Stock Option Plan are: (a) to attract and retain the best available personnel for positions of substantial responsibility, (b) to provideditionalentive to Service Providers, and] [UTSTARCOMSRP. 2006 EQUITYENTIVE PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Plan are: to attract and retain the best available personnel for positions of substantial responsibility, to provideentives to individuals who perform services to thempany, and] [MAPLES Our refSMC/660463/21338610v2 UTStarcomsrp. PO Box 309 Ugland House George Town Grandyman,1-1104yman Islands 29 June2011 Dear Sirs UTStarcomsrp.mpany (the Resolutionsyman Islandsunsel to thempany, we have examined therporate authorisations of thempany innnection with the Merger and theoption and amendment of the Plans (the] [11th Floor PricewaterhouseCoopers Center 2rporate Avenue 202 Hu Bin Road, Luwan District Shanghai 200021, Telephone +86 (21) 2323 8888 Facsimile +86 (21) 2323 8800 pwccn.comNSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to theorporation by reference in this Registration Statement on FormS-8 of UTStarcomsrp. of our reportted March16, 2011 relating to the financial statements,]

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UTSI [UTSTARCOMSRP.] S-8 POS: Post-Effective Amendment No.2 to FormS-8 (No.333-44548) Post-Effective Amendment

[Post-Effective Amendment No.2 to FormS-8 (No.333-44548) Post-Effective Amendment No.2 to FormS-8 (No.333-60150) Post-Effective Amendment No.2 to FormS-8 (No.333-84710) Post-Effective Amendment No.2 to FormS-8 (No.333-108817) Post-Effective Amendment No.2 to FormS-8 (No.333-120564) Post-Effective Amendment No.2 to FormS-8 (No.333-127850) Post-Effective Amendment No.1 to FormS-8 (No.333-136551) Post-Effective Amendment No.1 to FormS-8 (No.333-161639) FORMS-8 REGISTRATION STATEMENT] [UTSTARCOMSRP. 1997 STOCK PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provideditionalentive to Employees, Directors andnsultants and to promote the success of thempanys business. Options granted under the Plan] [UTSTARCOMSRP. 2001 DIRECTOR OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this 2001 Director Option Plan are to attract and retain the best available personnel for service Outside Directors (as defined herein) of thempany, to provideditionalentive to the Outside Directors of thempany to serve Directors, and] [UTSTARCOMSRP. 2003 NONSTATUTORY STOCK OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Nonstatutory Stock Option Plan are: (a) to attract and retain the best available personnel for positions of substantial responsibility, (b) to provideditionalentive to Service Providers, and] [UTSTARCOMSRP. 2006 EQUITYENTIVE PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Plan are: to attract and retain the best available personnel for positions of substantial responsibility, to provideentives to individuals who perform services to thempany, and] [MAPLES Our refSMC/660463/21338610v2 UTStarcomsrp. PO Box 309 Ugland House George Town Grandyman,1-1104yman Islands 29 June2011 Dear Sirs UTStarcomsrp.mpany (the Resolutionsyman Islandsunsel to thempany, we have examined therporate authorisations of thempany innnection with the Merger and theoption and amendment of the Plans (the] [11th Floor PricewaterhouseCoopers Center 2rporate Avenue 202 Hu Bin Road, Luwan District Shanghai 200021, Telephone +86 (21) 2323 8888 Facsimile +86 (21) 2323 8800 pwccn.comNSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to theorporation by reference in this Registration Statement on FormS-8 of UTStarcomsrp. of our reportted March16, 2011 relating to the financial statements,]

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UTSI [UTSTARCOMSRP.] S-8 POS: (Original Filing)

[Post-Effective Amendment No.2 to FormS-8 (No.333-44548) Post-Effective Amendment No.2 to FormS-8 (No.333-60150) Post-Effective Amendment No.2 to FormS-8 (No.333-84710) Post-Effective Amendment No.2 to FormS-8 (No.333-108817) Post-Effective Amendment No.2 to FormS-8 (No.333-120564) Post-Effective Amendment No.2 to FormS-8 (No.333-127850) Post-Effective Amendment No.1 to FormS-8 (No.333-136551) Post-Effective Amendment No.1 to FormS-8 (No.333-161639) FORMS-8 REGISTRATION STATEMENT] [UTSTARCOMSRP. 1997 STOCK PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provideditionalentive to Employees, Directors andnsultants and to promote the success of thempanys business. Options granted under the Plan] [UTSTARCOMSRP. 2001 DIRECTOR OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this 2001 Director Option Plan are to attract and retain the best available personnel for service Outside Directors (as defined herein) of thempany, to provideditionalentive to the Outside Directors of thempany to serve Directors, and] [UTSTARCOMSRP. 2003 NONSTATUTORY STOCK OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Nonstatutory Stock Option Plan are: (a) to attract and retain the best available personnel for positions of substantial responsibility, (b) to provideditionalentive to Service Providers, and] [UTSTARCOMSRP. 2006 EQUITYENTIVE PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Plan are: to attract and retain the best available personnel for positions of substantial responsibility, to provideentives to individuals who perform services to thempany, and] [MAPLES Our refSMC/660463/21338610v2 UTStarcomsrp. PO Box 309 Ugland House George Town Grandyman,1-1104yman Islands 29 June2011 Dear Sirs UTStarcomsrp.mpany (the Resolutionsyman Islandsunsel to thempany, we have examined therporate authorisations of thempany innnection with the Merger and theoption and amendment of the Plans (the] [11th Floor PricewaterhouseCoopers Center 2rporate Avenue 202 Hu Bin Road, Luwan District Shanghai 200021, Telephone +86 (21) 2323 8888 Facsimile +86 (21) 2323 8800 pwccn.comNSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to theorporation by reference in this Registration Statement on FormS-8 of UTStarcomsrp. of our reportted March16, 2011 relating to the financial statements,]

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UTSI [UTSTARCOMSRP.] S-8 POS: Post-Effective Amendment No.2 to FormS-8 (No.333-44548) Post-Effective Amendment

[Post-Effective Amendment No.2 to FormS-8 (No.333-44548) Post-Effective Amendment No.2 to FormS-8 (No.333-60150) Post-Effective Amendment No.2 to FormS-8 (No.333-84710) Post-Effective Amendment No.2 to FormS-8 (No.333-108817) Post-Effective Amendment No.2 to FormS-8 (No.333-120564) Post-Effective Amendment No.2 to FormS-8 (No.333-127850) Post-Effective Amendment No.1 to FormS-8 (No.333-136551) Post-Effective Amendment No.1 to FormS-8 (No.333-161639) FORMS-8 REGISTRATION STATEMENT] [UTSTARCOMSRP. 1997 STOCK PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provideditionalentive to Employees, Directors andnsultants and to promote the success of thempanys business. Options granted under the Plan] [UTSTARCOMSRP. 2001 DIRECTOR OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this 2001 Director Option Plan are to attract and retain the best available personnel for service Outside Directors (as defined herein) of thempany, to provideditionalentive to the Outside Directors of thempany to serve Directors, and] [UTSTARCOMSRP. 2003 NONSTATUTORY STOCK OPTION PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Nonstatutory Stock Option Plan are: (a) to attract and retain the best available personnel for positions of substantial responsibility, (b) to provideditionalentive to Service Providers, and] [UTSTARCOMSRP. 2006 EQUITYENTIVE PLAN (Assumed and Amended on April25, 2011) 1. Purposes of the Plan . The purposes of this Plan are: to attract and retain the best available personnel for positions of substantial responsibility, to provideentives to individuals who perform services to thempany, and] [MAPLES Our refSMC/660463/21338610v2 UTStarcomsrp. PO Box 309 Ugland House George Town Grandyman,1-1104yman Islands 29 June2011 Dear Sirs UTStarcomsrp.mpany (the Resolutionsyman Islandsunsel to thempany, we have examined therporate authorisations of thempany innnection with the Merger and theoption and amendment of the Plans (the] [11th Floor PricewaterhouseCoopers Center 2rporate Avenue 202 Hu Bin Road, Luwan District Shanghai 200021, Telephone +86 (21) 2323 8888 Facsimile +86 (21) 2323 8800 pwccn.comNSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to theorporation by reference in this Registration Statement on FormS-8 of UTStarcomsrp. of our reportted March16, 2011 relating to the financial statements,]

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LONG [eLong,] S-8:

[] [June 29, 2011 David.Lamb@conyersdill.com Matter No: 875891 eLong, Inc. Dear Sirs, eLong, Inc. (the “Company”) Re : For the purpose of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed the third amended and restated memorandum of association and the third amended and restated articles of association of the Company, copies] [Consent of Independent Registered Public Accounting Firm Beijing, People’s Republic of China]

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LONG [eLong,] 20-F: (Original Filing)

[TABLE OF CONTENTS Page PART I] [AMENDMENT TO INVESTORS AGREEMENT Amendment Company Investor AMENDMENT TO INVESTORS AGREEMENT (this “ Original Agreement WHEREAS, the Company, the Investor and certain other parties entered into an Investors Agreement on July 23, 2004 (the “ WHEREAS, capitalized terms used herein without definition shall have the meanings set forth in the Original Agreement; NOW THEREFORE, in consideration of the foregoing and] [ELONG, INC. 2009 SHARE AND ANNUAL INCENTIVE PLAN SECTION 1. Purpose; Definitions The purpose of the Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and consultants and to provide the Company and its Affiliates with a share and incentive plan granting Awards to provide incentives directly linked to shareholder value. Certain] [Technology (Software Copyright) Transfer Agreement This agreement is entered into in Beijing as of January 1, 2010 between the following parties: Transferee (Party A): Beijing eLong Air Services Co., Ltd. Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Transferor (Party B): eLongNet Information Technologies (Beijing) Co., Ltd. Address: Xingke Plaza, 10 Jiuxianqiao Road, Chaoyang District, Beijing Whereas: Party B is the] [Execution Copy Share and Debt Transfer Agreement This Share and Debt Transfer Agreement is executed on June 11, 2010 by the following parties. eLong, Inc. Tang Yue (Justin Tang) Guangfu Cui Whereas: 1. Party A is a company registered in Cayman Islands; Party B and Party C are the citizens of the People’s Republic of China. Party B holds 75%] [Execution Copy Share and Debt Transfer Agreement This Share and Debt Transfer Agreement is executed on June 11, 2010 by the following parties. Legal Address: eLong, Inc. (hereinafter “Party A”) Residence: ID No.: Tang Yue (Justin Tang) (hereinafter “Party B”) Residence: ID No.: Guangfu Cui (hereinafter “Party C”) Address: th ID No.: Jack Wang (hereinafter “Party D”) Whereas: 1. Party] [Execution Copy Fourth Amended and Restated Loan Agreement The Fourth Amended and Restated Loan Agreement is executed on June 11, 2010 by the following parties. Legal Address: eLong, Inc. (hereinafter “Party A”) Residence: ID No.: Guangfu Cui (hereinafter “Party B”) Residence: th ID No.: Jack Wang (hereinafter “Party C”) Whereas: 1. Party A is a company registered in Cayman Islands;] [Execution Copy Fourth Amended and Restated Equity Interests Pledge Agreement This Fourth Amended and Restated Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of June 11, 2010 by and between the following parties: Pledgee: Address: Legal Representative: Pledgor: ID No.: Address: WHEREAS, (1) www.elong.com Beijing eLong Information Technology Co., Ltd. (hereinafter “Beijing eLong”) is a wholly] [Execution Copy Fourth Amended and Restated Exclusive Purchase Right Agreement Registered Address: eLong.Inc (hereinafter “Party A”) ID No.: Address: Guangfu Cui (hereinafter “Party B”) Registered Address: nd , Legal Representative: Beijing eLong Information Technology Co., Ltd. (hereinafter “Party C”) Registered Address: Legal Representative: eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter “Party D”) WHEREAS: 1. Party A is a company registered] [Execution Copy Fourth Amended and Restated Business Operation Agreement This Fourth Amended and Restated Business Operation Agreement (hereinafter the “Agreement”) is entered into on the day of June 11, 2010 (hereinafter the “Effective Date”) among the following parties: Address: Legal Representative: eLong Net Information Technology (Beijing) Co., Ltd. (hereinafter “Party A”) Address: 2 nd Floor, Legal Representative: Beijing eLong Information] [Execution Copy Fifth Amended and Restated Loan Agreement The Fifth Amended and Restated Loan Agreement is executed on June 11, 2010 by the following each parties. eLong, Inc Guangfu Cui Whereas: 1 Party A is a company registered in Cayman Islands; Party B is a citizen of the People’s Republic of China. Party B holds 100% equity interest in Beijing] [Execution Copy Fifth Amended and Restated Equity Interests Pledge Agreement This Fifth Amended and Restated Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of June 11, 2010 by and between the following parties: Pledgee: Address: Legal Representative: Pledgor: ID No.: Address: WHEREAS, (1) Beijing Asia Media Interactive Advertising Co., Ltd. (hereinafter “Beijing Asia Media”) is a] [Execution Copy Fifth Amended and Restated Exclusive Purchase Right Agreement eLong, Inc. Registered Address: Guangfu Cui ID No.: Address: Beijing Asia Media Interactive Advertising Co., Ltd. Registered Address: Legal Representative: eLongNet Information Technology (Beijing) Co., Ltd. Registered Address: Legal Representative: WHEREAS: 1. Party A is a company registered and established in Cayman Islands; Party B is a PRC resident; Party] [Execution Copy Fifth Amended and Restated Business Operation Agreement This Fifth Amended and Restated Business Operation Agreement (hereinafter the “Agreement”) is entered into on the day of June 11, 2010 (hereinafter the “Effective Date”) among the following parties: Address: Legal Representative: eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter “Party A”) Address: Legal Representative: Beijing Asia Media Interactive Advertising Co. Ltd] [Loan Agreement [Standard Form / Translated from the Chinese] Legal Address: eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter “Party A”) Legal Address: eLong, Inc (hereinafter “Party B”) Party A and Party B through friendly negotiations hereby agree to and abide by this agreement (hereinafter referred to as “This agreement”) as follows: Chapter I Type of Loan 1. Party B agrees] [EXECUTION COPY INDEMNIFICATION AGREEMENT Company eLongNet Expedia Expedia Asia Pacific This Indemnification Agreement is entered into as of May 18, 2010 by and among eLong, Inc., an exempted limited liability company organized under the laws of the Cayman Islands (the “ RECITALS WHEREAS Seller Sellers Agreements WHEREAS Purchased Shares WHEREAS WHEREAS NOW, THEREFORE 1. Indemnified Party Indemnified Parties Indemnifying Party] [EXECUTION VERSION INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT Purple Mountain Holding Ltd. Option Holder Yue (Justin) Tang Tang Option Holder Parties eLong, Inc., Company This RECITALS Options Shares WHEREAS, Option Holder has delivered to the Company a Notice of Exercise with respect to Option Holder’s exercise of options (the “ WHEREAS, simultaneously with the execution of this Agreement, the Company is issuing] [EXECUTION VERSION SECURITIES ESCROW AGREEMENT SECURITIES ESCROW AGREEMENT Agreement Purple Mountain Holding Ltd. Option Holder Yue (Justin) Tang Tang Option Holder Parties eLong, Inc. Company Escrow Agent This RECITALS Options Shares WHEREAS, Option Holder has delivered to the Company a Notice of Exercise with respect to Option Holder’s exercise of options (the “ WHEREAS, simultaneously with the execution of this] [Subsidiaries. • eLongNet Information Technology (Beijing) Co., Ltd., a PRC company • Bravado Investments Limited, a British Virgin Islands company • Shanghai Xinwang Computer Technology Co., Ltd., a PRC company. Variable Interest Entities: • Beijing eLong Information Technology Co., Ltd., a PRC company. • Beijing eLong Air Services Co., Ltd., a PRC company. • Beijing eLong International Travel Co., Ltd.,] [I, Guangfu Cui, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Mike Doyle, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [eLong, Inc. CERTIFICATION Company Report (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2010 and results of operations of the Company for the year ended December 31, 2010. Guangfu Cui Chief Executive Officer June 29, 2011] [CERTIFICATION Company Report (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2010 and results of operations of the Company for the year ended December 31, 2010. Mike Doyle Chief Financial Officer June 29, 2011] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-126381) pertaining to the eLong, Inc. Stock Option Plan dated April 18, 2001 and the eLong, Inc. Stock and Annual Incentive Plan dated July 23, 2004, and (2) Registration Statement (Form S-8 No. 333-166722) pertaining] [Consent of TransAsia Lawyers [TransAsia’s Letterhead] June 28, 2011 eLong, Inc. Dear Sirs: Yours faithfully,]

By | 2016-03-02T11:40:58+00:00 June 29th, 2011|Categories: Chinese Stocks, LONG, SEC Original|Tags: , , , , , |0 Comments
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