**REGISTRATION RIGHTS AGREEMENT**REGISTRATION RIGHTS AGREEMENT, dated as of October 21, 2009 (this “Agreement”),between E-HOUSE (CHINA) HOLDINGS LTD., a company organized under the laws of the Cayman Islands(“E-House”), SINA CORPORATION, a company organized under the laws of the Cayman Islands(“SINA”), and CHINA REAL ESTATE INFORMATION CORPORATION, a company organized under the lawsof the Cayman Islands (“CRIC”).WHEREAS, concurrently herewith, CRIC and SINA are entering into a Share Purchase Agreement(the “Share Purchase Agreement”; capitalized terms used but not defined in this Agreementshall have the meanings ascribed to them in the Share Purchase Agreement), pursuant to which, uponthe terms and subject to the conditions thereof, SINA will acquire, on the date hereof, 47,666,667common shares (the “Subscription Shares”) of CRIC, par value $0.0002 each (the “CRICShares”);WHEREAS, in connection with the transfer of the Subscription Shares, CRIC has agreed toprovide SINA certain registration rights with respect to the Subscription Shares;WHEREAS, E-House is the holder, on the date hereof, of certain CRIC Shares (the “E-HouseShares”);WHEREAS, CRIC has agreed to provide E-House certain registration rights with respect to theE-House Shares; andWHEREAS, certain terms used in this Agreement are defined in Section 1.NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenantshereinafter set forth, and for other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the parties hereto hereby agree as follows:1. Definitions.(a) For purposes of this Agreement:“affiliate” of a specified person means a person who, directly or indirectly throughone or more intermediaries, controls, is controlled by, or is under common control with, suchspecified person.“E-House Holder” means E-House and any affiliate transferee of E-House to whomRegistrable Securities are permitted to be transferred in accordance with the terms of thisAgreement and the Shareholders’ Agreement, and, in each case, who continues to be entitled to therights of a Holder hereunder.“Equity Securities” means the common shares of CRIC, and all direct or indirectoptions, warrants, convertible securities or other rights to acquire any common shares of CRIC orsecurities or instruments exchangeable or exercisable for, or convertible into, common sharesof CRIC.
 
 

 
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended,and all rules and regulations promulgated thereunder.“Holder” shall mean each E-House Holder and SINA Holder, individually or collectively.“NASD” means the National Association of Securities Dealers, Inc., or any successorentity thereof.“person” means any individual, partnership, firm, corporation, limited liabilitycompany, association, trust, unincorporated organization or other entity, as well as any syndicateor group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Actof 1934, as amended.“Registrable Securities” means all and any CRIC Shares held by a Holder (including anysecurities issuable or issued or distributed in respect of any such CRIC Shares by way of a stockdividend or stock split or in connection with a combination of shares, recapitalization,reorganization, merger, amalgamation, consolidation or otherwise). For purposes of this Agreement,Registrable Securities shall cease to be Registrable Securities when (i) a Registration Statementcovering such Registrable Securities has been declared effective under the Securities Act by theSEC and such Registrable Securities have been disposed of pursuant to such effective RegistrationStatement, (ii) the entire amount of the Registrable Securities proposed to be sold by a Holder ina single sale, in the opinion of counsel satisfactory to CRIC and such Holder, each in theirreasonable judgment, may be distributed to the public in the United States pursuant to Rule 144 (orany successor provision then in effect) under the Securities Act in any three-month period, (iii)any such Registrable Securities have been sold in a sale made pursuant to Rule 144 (or anysuccessor provision then in effect) under the Securities Act (iv) the Holder of the RegistrableSecurities is a non-affiliate of CRIC and the Registrable Securities are saleable without anyrequirement to comply with any conditions in Rule 144, pursuant to Rule 144(b)(1) or (v) suchRegistrable Securities cease to be outstanding.“Registration Expenses” means all expenses in connection with or incident to theregistration of Registrable Securities hereunder, including (a) all SEC and any NASD registrationand filing fees and expenses, (b) all fees and expenses in connection with the registration orqualification of Registrable Securities for offering and sale under the securities or “blue sky”laws of any state or other jurisdiction of the United States of America and, in the case of anunderwritten offering, determination of their eligibility for investment under the laws of suchjurisdictions as the managing underwriter or underwriters may reasonably designate, includingreasonable fees and disbursements, if any, of counsel for the underwriters in connection with suchregistrations or qualifications and determination, (c) all expenses relating to the preparation,printing, distribution and reproduction of any Registration Statement required to be filedhereunder, each prospectus included therein or prepared for distribution pursuant hereto, eachamendment or supplement to the foregoing, the expenses of preparing Registrable Securities in aform for delivery for purchase pursuant to such registration or qualification and the expense ofprinting or producing any underwriting agreement(s) and agreement(s) among underwriters and any“blue sky” or legal investment memoranda, any selling agreements and all other documents approvedfor use in writing by CRIC to be used in connection with the offering,
 
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sale or delivery of Registrable Securities, (d) messenger, telephone and delivery expenses of CRICand out-of-pocket travel expenses incurred by or for CRIC’s personnel for travel undertaken for any“road show” made in connection with the offering of securities registered thereby, (e) fees andexpenses of any transfer agent and registrar with respect to the delivery of any RegistrableSecurities and any escrow agent or custodian involved in the offering, (f) fees, disbursements andexpenses of counsel of CRIC and independent certified public accountants of CRIC incurred inconnection with the registration, qualification and offering of the Registrable Securities(including the expenses of any opinions or “comfort” letters required by or incident to suchperformance and compliance), (g) fees, expenses and disbursements of counsel and any other personsretained by CRIC, including special experts retained by CRIC in connection with such registration,(h) Securities Act liability insurance, if CRIC desires such insurance, (i) transfer agents’ andregistrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed inconnection with such offering and (i) the fees and expenses incurred by CRIC and its advisers inconnection with the quotation or listing of Registrable Securities on any securities exchange orautomated securities quotation system. Any brokerage commissions attributable to the sale of anyof the Registrable Securities, and any commissions, fees, discounts, transfer taxes or stamp dutiesor, except as specified in the immediately preceding sentence, expenses of any underwriter orplacement agent incurred in connection with an offering of Registrable Securities in accordancewith this Agreement and any fees and expenses of any counsel or other advisors to a Holder and anyother out-of-pocket expenses of a Holder shall not be “Registration Expenses.”“Registration Statement” means a Demand Registration Statement or a Piggy-BackRegistration Statement, as the case may be.“SEC” means the United States Securities and Exchange Commission, or any successorthereto.“Securities Act” means the United States Securities Act of 1933, as amended, and allrules and regulations promulgated thereunder.“Share Capital” means the issued and outstanding share capital of CRIC, taking intoaccount only CRIC Shares and other Equity Securities then in issue, if any, that are convertibleinto or exercisable or exchangeable for CRIC Shares and based on a deemed conversion of such EquitySecurities.“Shareholders’ Agreement” means the shareholders’ agreement, dated on or about thedate hereof, entered into by and among E-House, SINA and CRIC.“SINA Holder” means SINA and any affiliate transferee of SINA to whom RegistrableSecurities are permitted to be transferred in accordance with the terms of this Agreement and theShareholders’ Agreement, and, in each case, who continues to be entitled to the rights of a Holderhereunder.(b) The following terms have the meaning set forth in the Sections set forth below:
 
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     **Term** **Section**     Agreement PreambleBlackout Period 4  CRIC PreambleCRIC Shares RecitalsDemand Registration 2(a)  Demand Registration Statement 2(a)  E-House PreambleExercising Holder 2(a)  Indemnified Party 8(c)  Indemnifying Party. 8(c)  Maximum Offering Size 2(c)  Non-Exercising Holder 2(b)  Participating Piggy-Back Holders 3(b)  Piggy-Back Registration 3(a)  Piggy-Back Registration Statement 3(a)  Share Purchase Agreement RecitalsSINA PreambleSubscription Shares Recitals(c) Interpretation and Rules of Construction. In this Agreement, except to the extentotherwise provided or that the context otherwise requires:(i) The headings in this Agreement are for reference purposes only and do not affect inany way the meaning or interpretation of this Agreement;(ii) Whenever the words “include”, “includes” or “including” are used in thisAgreement, they are deemed to be followed by the words “without limitation”;(iii) The words “hereof”, “herein” and “hereunder” and words of similar import, whenused in this Agreement, refer to this Agreement as a whole and not to any particularprovision of this Agreement;(iv) The definitions contained in this Agreement are applicable to the singular as wellas the plural forms of such terms;(v) References to a person are also to its successors and permitted assigns; and(vi) The use of “or” is not intended to be exclusive unless expressly indicatedotherwise.2. Demand Registration.(a) Following the date that is one hundred and eighty (180) days after the date hereof andupon receipt of a written request from a Holder (such Holder, together with its Affiliates, the“Exercising Holder”) requesting that CRIC effect a registration (a “DemandRegistration”) under the Securities Act covering all or part of the Registrable Securities, and
 
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which notice shall specify the number of Registrable Securities for which registration is requestedand the intended method or methods of distribution thereof, CRIC shall use its best efforts to, assoon as reasonably practicable, after receipt of such written request, file with the SEC and useits best efforts to cause to be declared effective, a registration statement (a “DemandRegistration Statement”) relating to all of the Registrable Securities that CRIC has been sorequested to register for sale, to the extent required to permit the disposition (in accordancewith the intended method or methods of distribution thereof) of the Registrable Securities soregistered.(b) If the Demand Registration relates to an underwritten public offering and the managingunderwriter of such proposed public offering advises CRIC and the Exercising Holder that, in itsreasonable opinion, the number of Registrable Securities requested to be included in the DemandRegistration (including securities to be sold by CRIC or any other security holder, including anyHolders other than the Exercising Holder (such Holders, the “Non-Exercising Holders”)exceeds the largest number of securities which reasonably can be sold in such offering withouthaving a material adverse effect on such offering, including the price at which such securities canbe sold (the “Maximum Offering Size” ), then CRIC shall include in such DemandRegistration, up to the Maximum Offering Size, first, the Registrable Securities theExercising Holder proposes to register, second, the Registrable Securities anyNon-Exercising Holder proposes to register, and third, any securities CRIC proposes toregister and any securities with respect to which any other security holder has requestedregistration. CRIC shall not hereafter enter into any agreement which is inconsistent with therights of priority provided in this Section 2(b).(c) Each of the E-House Holders and the Sina Holders, in each case, collectively, shall beentitled to an aggregate of three (3) registrations of Registrable Securities pursuant to thisSection 2; provided, that a registration requested pursuant to this Section2 shall not be deemed to have been effected for purposes of this Section 2(c) unless(i) it has been declared effective by the SEC, (ii) it has remained effective for the period setforth in Section 5(a) and (iii) the offering of Registrable Securities pursuant to suchregistration is not subject to any stop order, injunction or other order or requirement of the SEC;provided, however, that in the event the Exercising Holder revokes a DemandRegistration request (which revocation may only be made prior to CRIC requesting acceleration ofeffectiveness of the registration statement) then such Demand Registration shall count as havingbeen effected unless the Exercising Holder pays all Registration Expenses in connection with suchrevoked Demand Registration within seven (7) days of written request therefor by CRIC.(d) Notwithstanding anything to the contrary contained herein, CRIC shall not be required toprepare and file (i) more than one (1) Demand Registration Statements in any twelve-month period,or (ii) any Demand Registration Statement within one hundred and eighty (180) days following thedate of effectiveness of any other Registration Statement.(e) A Demand Registration requested pursuant to this Section 2 shall not be deemed tohave been effected unless the Demand Registration Statement relating thereto (i) has becomeeffective under the Securities Act and any of the Registrable Securities of the Holder included insuch Demand Registration Statement have actually been sold thereunder and (ii) has remainedeffective for a period of at least that specified in Section 5(a); provided,however, that
 
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if after any Demand Registration Statement requested pursuant to this Section 2 becomeseffective, such Demand Registration Statement is interfered with by any stop order, injunction orother order or requirement of the SEC or other governmental agency or court solely due to theactions or omissions to act of CRIC, such Demand Registration Statement shall be at the soleexpense of CRIC and shall not be included as one of the Demand Registrations which may be requestedpursuant to this Section 2.3. Piggy-Back Registration(a) If CRIC proposes to file on its behalf and/or on behalf of any holder of its securities(other than a holder of Registrable Securities) a registration statement under the Securities Acton any form (other than a registration statement on Form S-4, F-4 or S-8 (or any successor form)for securities to be offered in a transaction of the type referred to in Rule 145 under theSecurities Act or to employees of CRIC pursuant to any employee benefit plan, respectively) for theregistration of CRIC Shares (a “Piggy-Back Registration”), it shall give written notice toall Holders at least thirty (30) days before the initial filing with the SEC of such registrationstatement (a “Piggy-Back Registration Statement”), which notice shall set forth the numberof CRIC Shares that CRIC and other holders of CRIC Shares, if any, then contemplate including insuch registration and the intended method of disposition of such CRIC Shares.(b) If any Holder desires to have Registrable Securities registered under this Section3 (the “Participating Piggy-Back Holders”), it shall advise CRIC in writing within five(5) days after the date of receipt of such notice from CRIC of its desire to have RegistrableSecurities registered under this Section 3, and shall set forth the number of RegistrableSecurities for which registration is requested. CRIC shall thereupon use its reasonable bestefforts to include, or in the case of a proposed underwritten public offering, use its reasonablebest efforts to cause the managing underwriter or underwriters to permit such Holder to include, insuch filing the number of Registrable Securities for which registration is so requested, subject toparagraph (c) below, and shall use its reasonable best efforts to effect registration of suchRegistrable Securities under the Securities Act.(c) If the Piggy-Back Registration relates to an underwritten public offering and the managingunderwriter of such proposed public offering advises CRIC and the Holders that, in its reasonableopinion, the number of Registrable Securities requested to be included in the Piggy-BackRegistration together with the securities being registered by CRIC or any other security holderexceeds the Maximum Offering Size, then:(i) in the event CRIC initiated the Piggy-Back Registration, CRIC shall include in suchPiggy-Back Registration first, the securities CRIC proposes to register andsecond, the securities of all other selling security holders, including theParticipating Piggy-Back Holders, to be included in such Piggy-Back Registration in anamount that together with the securities CRIC proposes to register, shall not exceed theMaximum Offering Size and shall be allocated among such selling security holders on a prorata basis (based on the number of CRIC Shares held by each such selling security holder);and
 
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(ii) in the event any holder of securities of CRIC initiated the Piggy-BackRegistration, CRIC shall include in such Piggy-Back Registration first, thesecurities such initiating security holder proposes to register, second*,*thesecurities of any other selling security holders (including the Participating Piggy-BackHolders), in an amount that together with the securities the initiating security holderproposes to register, shall not exceed the Maximum Offering Size, such amount to beallocated among such other selling security holders on a pro rata basis (based on the numberof CRIC Shares held by each such selling security holder) and third, any securitiesCRIC proposes to register, in an amount that together with the securities the initiatingsecurity holder and the other selling security holders propose to register, shall not exceedthe Maximum Offering Size.(d) CRIC shall not hereafter enter into any agreement that is inconsistent with the rights ofpriority provided in Section 3(c).4. Blackout Periods. CRIC shall have the right to delay the filing or effectiveness of a Registration Statementrequired pursuant to Section 2 or 3 hereof during no more than two (2) periodsaggregating to not more than one hundred and twenty (120) days in any twelve-month period (each, a“Blackout Period”), in the event that (i) CRIC would, in the good faith judgment of CRIC’sBoard of Directors, be required to disclose in the prospectus information not otherwise thenrequired by law to be publicly disclosed and (ii) in the good faith judgment of CRIC’s Board ofDirectors, there is a reasonable likelihood that such disclosure, or any other action to be takenin connection with the prospectus, would materially and adversely affect or interfere with anysignificant financing, acquisition, merger, disposition of assets, corporate reorganization orother material transaction or negotiations involving CRIC; provided, however, that(A) a Holder shall be entitled, at any time after receiving notice of such delay and before suchDemand Registration Statement becomes effective, to withdraw such request and, if such request iswithdrawn, such Demand Registration shall not count as one of the permitted Demand Registrationsand (B) CRIC shall delay during such Blackout Period the filing or effectiveness of anyRegistration Statement required pursuant to the registration rights of other holders of anysecurities of CRIC. CRIC shall promptly give the Holders written notice of such determinationcontaining, to the extent permitted by law, a general statement of the reasons for suchpostponement and an approximation of the anticipated delay. After the expiration of any BlackoutPeriod (including upon public disclosure of the information that was the reason for such BlackoutPeriod) and without any further request from any Holder, CRIC shall (subject to there being noother Blackout period) promptly notify the Holders and shall use its reasonable best efforts toprepare and file with the SEC the requisite Registration Statement or such amendments orsupplements to such Registration Statement or prospectus used in connection therewith as may benecessary to cause such Registration Statement to become effective as promptly as practicablethereafter.5. Registration Procedures. If CRIC is required by the provisions of Section 2 or 3 to use itsreasonable best efforts to effect the registration of any of its securities under the SecuritiesAct, CRIC shall, as soon as reasonably practicable, after receipt of a written request for a DemandRegistration:(a) prepare and file with the SEC a Registration Statement with respect to suchsecurities and use its reasonable best efforts to cause such Registration Statement to
 
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become effective as promptly as practicable and to remain effective for a period of timerequired for the disposition of such Registrable Securities by the Holders thereof but notto exceed one hundred twenty (120) days excluding any days that fall during a permittedBlackout Period under Section 4; provided, however, that beforefiling such Registration Statement or any amendments or supplements thereto, CRIC shall, ifrequested, furnish to counsel selected by the Holders copies of all documents proposed to befiled, which documents shall be subject to the review of such counsel, and shall in goodfaith consider incorporating in each such document such changes as such counsel to theHolders reasonably and in a timely manner may suggest; provided, however,that CRIC shall not have any obligation to so modify any information.(b) prepare and file with the SEC such amendments and supplements to such RegistrationStatement and the prospectus used in connection therewith as may be necessary to keep suchRegistration Statement effective and to comply with the provisions of the Securities Actwith respect to the sale or other disposition of all securities covered by such RegistrationStatement until the earlier of such time as all of such securities have been disposed of ina public offering or the expiration of one hundred twenty (120) days (excluding any daysthat fall during a permitted Blackout Period under Section 4);(c) furnish to such selling security holders such number of conformed copies of theapplicable Registration Statement and each such amendment and supplement thereto (includingin each case all exhibits), such number of copies of the prospectus contained in suchRegistration Statement (including each preliminary prospectus and any summary prospectus)and any other prospectus, in conformity with the requirements of the Securities Act, andsuch other documents, as such selling security holders may reasonably request;(d) use its reasonable best efforts to register or qualify the Registrable Securitiesor other securities covered by such Registration Statement under such other securities orblue sky laws of such jurisdictions within the United States and its territories andpossessions as each Holder of such Registrable Securities shall reasonably request, to keepsuch registration or qualification in effect for so long as such Registration Statementremains in effect or until all of the Registrable Securities are sold, whichever is shorter,and to take any other action which may be reasonably necessary or advisable to enable theHolder to consummate the disposition in such jurisdictions of the securities owned by suchHolder (provided, however, that CRIC shall not be required in connectiontherewith or as a condition thereto to qualify to do business as a foreign corporation,subject itself to taxation in or to file a general consent to service of process in anyjurisdiction where it would not, but for the requirements of this paragraph (d), beobligated to do so) and do such other reasonable acts and things as may be required of it toenable such Holder to consummate the disposition in such jurisdiction of the securitiescovered by such Registration Statement;(e) use its reasonable best efforts to furnish, at the request of any Holder requestingregistration of Registrable Securities pursuant to Section 2 or 3, if themethod of distribution is by means of an underwriting, on the date that the shares ofRegistrable
 
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Securities are delivered to the underwriters for sale pursuant to such registration, or ifsuch Registrable Securities are not being sold through underwriters, on the date that theregistration statement with respect to such shares of Registrable Securities becomeseffective, (1) a signed opinion, dated such date, of the independent legal counselrepresenting CRIC for the purpose of such registration, addressed to the underwriters, ifany, and if such Registrable Securities are not being sold through underwriters, then to theHolders making such request, and (2) letters dated such date and the date the offering ispriced from the independent certified public accountants of CRIC, addressed to theunderwriters, if any, and if such Registrable Securities are not being sold throughunderwriters, then to the Holders making such request, in each case, in customary form andcovering such matters of the kind customarily covered by opinions or comfort letters, as thecase may be, in such a transaction;(f) enter into customary agreements (including if the method of distribution is bymeans of an underwriting, an underwriting agreement containing representations, warrantiesand indemnities in customary form) and take such other actions as are reasonably required inorder to expedite or facilitate the disposition of such Registrable Securities;(g) otherwise use its reasonable best efforts to comply with all applicable rules andregulations promulgated by the SEC;(h) use its reasonable best efforts to cause all such Registrable Securities to belisted on each securities exchange or quotation system on which the CRIC Shares are listedor traded;(i) give written notice to the Holders:(i) when such Registration Statement, the prospectus or any amendment orsupplement thereto has been filed with the SEC and when such Registration Statementor any post-effective amendment thereto has become effective;(ii) of any request by the SEC for amendments or supplements to suchRegistration Statement or the prospectus included therein or for additionalinformation;(iii) of the issuance by the SEC of any stop order suspending the effectivenessof such Registration Statement or the initiation of any proceedings for thatpurpose;(iv) of the receipt by CRIC or its legal counsel of any notification withrespect to the suspension of the qualification of the CRIC Shares for sale in anyjurisdiction or the initiation or threatening of any proceeding for such purpose;and(v) of the happening of any event that requires CRIC to make changes in suchRegistration Statement or such prospectus in order to make the statements
 
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therein, in light of the circumstances in which they were made, not misleading(which notice shall be accompanied by an instruction to suspend the use of suchprospectus until the requisite changes have been made);(j) use its reasonable best efforts to obtain the withdrawal of any order suspendingthe effectiveness of such Registration Statement at the earliest possible time;(k) furnish to each Holder, without charge, at least one copy of such RegistrationStatement and any post-effective amendment thereto, including financial statements andschedules, and, if the Holder so requests in writing, all exhibits (including those, if any,incorporated by reference);(l) upon the occurrence of any event contemplated by Section 5(i)(v) above,promptly prepare a post-effective amendment to such Registration Statement or a supplementto the related prospectus or file any other required document so that, as thereafterdelivered to the Holders, the prospectus shall not contain an untrue statement of a materialfact or omit to state any material fact necessary to make the statements therein, in lightof the circumstances under which they were made, not misleading. If CRIC notifies theHolders in accordance with Section 5(i)(v) above to suspend the use of theprospectus until the requisite changes to the prospectus have been made, then the Holdersshall suspend use of such prospectus and use its reasonable best efforts to return to CRICall copies of such prospectus other than permanent file copies then in such Holder’spossession, and the period of effectiveness of such Registration Statement provided forabove shall be extended by the number of days from and including the date of the giving ofsuch notice to the date the Holders shall have received such amended or supplementedprospectus pursuant to this Section 5(l);(m) subject to the execution of confidentiality agreements satisfactory in form andsubstance to CRIC, pursuant to the reasonable request of the Holder or underwriters, makereasonably available for inspection by representatives of the Holders, any underwriterparticipating in any disposition pursuant to such Registration Statement, and any attorney,accountant or other agent retained by such representative or any such underwriter allrelevant financial and other records, pertinent corporate documents and properties of CRICand cause CRIC’s officers, directors and employees to supply all relevant informationreasonably requested by such representative or any such underwriter, attorney, accountant oragent in connection with the registration provided that any such informationinspected or discussions conducted shall be done in a manner so as not to disrupt theoperation of CRIC’s business;(n) in connection with any underwritten offering to the extent the underwritersdetermine that the failure to do so would have a material adverse effect on such offering,make appropriate officers and senior executives of CRIC reasonably available to the sellingsecurity holders for meetings with prospective purchasers of Registrable Securities andprepare and present to potential investors customary “road show” material in each case inaccordance with the recommendations of the underwriters and in all respects in a mannerreasonably requested and consistent with other new issuances of
 
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securities in an offering of a similar size to such offering of the Registrable Securities; and(o) use reasonable best efforts to procure the cooperation of CRIC’s transfer agent insettling any offering or sale of Registrable Securities, including with respect to thetransfer of physical stock certificates into book-entry form in accordance with anyprocedures reasonably requested by the Holders or the underwriters, if any.It shall be a condition precedent to the obligation of CRIC to take any action pursuant tothis Agreement in respect of the Registrable Securities which are to be registered at the requestof any Holder that such Holder shall furnish to CRIC such information regarding the RegistrableSecurities held by such Holder and the intended method of distribution thereof as CRIC shallreasonably request and as shall be required in connection with the action taken by CRIC.6. Expenses. Except as otherwise agreed or set forth herein, all Registration Expenses shall be paid byCRIC, except that each Holder shall bear and pay all (a) brokerage commissions attributable to thesale of any of the Registrable Securities, (b) commissions, fees, discounts, transfer taxes orstamp duties or, except as specified in the immediately preceding sentence, expenses of anyunderwriter or placement agent applicable to Registrable Securities offered for such Holder’saccount in accordance with this Agreement, (c) fees and expenses of any counsel or other advisorsto a Holder and (d) other out-of-pocket expenses of such Holder, in each case, with respect to suchHolder’s Registrable Securities only.7. Rule 144 Information. With a view to making available the benefits of certain rules and regulations of the SECwhich may at any time permit the sale of the Registrable Securities to the public withoutregistration, CRIC agrees to:(a) make and keep public information available, as those terms are understood anddefined in Rule 144 under the Securities Act; and(b) use its reasonable best efforts to file with or furnish to the SEC in a timelymanner all reports and other documents required of CRIC under the Securities Act and theExchange Act.8. Indemnification and Contribution.(a) CRIC shall indemnify and hold harmless each Holder, such Holder’s directors and officers,each agent and any underwriter for CRIC (within the meaning of the Securities Act), and eachperson, if any, who controls such Holder or such agent or underwriter within the meaning of theSecurities Act, against any losses, claims, damages or liabilities, joint or several, to which theymay become subject under the Securities Act or otherwise, insofar as such losses, claims, damagesor liabilities (or proceedings in respect thereof) arise out of or are based on any untrue oralleged untrue statement of any material fact contained in a Registration Statement on the effectivedate thereof (including any prospectus filed under Rule 424 under the Securities Act or any amendments or supplements thereto), or any document incorporated byreference therein, or arise out of or are based upon the omission or alleged omission to statetherein a material fact required to be stated therein or necessary to make the statements therein
 
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not misleading, and shall reimburse each Holder, such Holder’s directors and officers, such agentor underwriter or such controlling person for any legal or other expenses reasonably incurred bythem in connection with investigating or defending any such loss, claim, damage, liability,proceeding or action; provided, however, that the indemnity agreement contained inthis Section 8(a) shall not apply to amounts paid in settlement of any such loss, claim,damage, liability, proceeding or action if such settlement is effected without the consent of CRIC(which consent shall not be unreasonably withheld or delayed); providedfurtherthat CRIC shall not be liable to the Holder, such Holder’s directors and officers, such agent orunderwriter or such controlling person in any such case for any such loss, claim, damage, liabilityor action to the extent that it arises out of or is based upon an untrue statement or allegeduntrue statement or omission or alleged omission made in connection with a Registration Statement,preliminary prospectus, final prospectus or amendments or supplements thereto, in reliance upon andin conformity with written information furnished for use in connection with such registration bysuch Holder, such Holder’s directors or officers, such agent or underwriter or such controllingperson or by such Holder’s failure to furnish CRIC, upon request, with the information with respectto such Holder or any participating person that is the subject of the untrue statement or omission.CRIC shall not, without the consent of the Holders (which consent shall not be unreasonablywithheld or delayed), effect any settlement of any pending or threatened proceeding or action inrespect of which any Holder is a party and indemnity has been sought hereunder by such Holder,unless such settlement includes an unconditional release of such Holder from all liability forclaims that are the subject matter of such proceeding or action. Such indemnity shall remain infull force and effect regardless of any investigation made by or on behalf of such Holder, suchHolder’s directors and officers, such agent or underwriter or such controlling person, and shallsurvive the transfer of such securities by such Holder.(b) Each Holder requesting or joining in a registration severally and not jointly shallindemnify and hold harmless CRIC, each of its directors and officers, each person, if any, whocontrols CRIC within the meaning of the Securities Act, and each agent and any underwriter for CRIC(within the meaning of the Securities Act) against any losses, claims, damages or liabilities,joint or several, to which CRIC or any such director, officer, controlling person, agent orunderwriter may become subject, under the Securities Act or otherwise, insofar as such losses,claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based uponany untrue statement or alleged untrue statement of any material fact contained in a RegistrationStatement on the effective date thereof (including any prospectus filed under Rule 424 under theSecurities Act or any amendments or supplements thereto) or arise out of or are based upon theomission or alleged omission to state therein a material fact required to be stated therein ornecessary to make the statements therein not misleading, in each case to the extent, but only tothe extent, that such untrue statement or alleged untrue statement or omission or alleged omissionwas made in such Registration Statement, preliminary or final prospectus, or amendments orsupplements thereto, in reliance upon and in conformity with written information furnished by or onbehalf of such Holder for use in connection with such registration, preliminary prospectus, finalprospectus or amendments or supplements thereto; and each such Holder shall reimburse any legal orother expenses reasonably incurred by CRIC or any such director, officer, controlling person, agentor underwriter in connection with investigating or defending any such loss, claim, damage,liability or action; provided, however, that the indemnity agreement contained inthis Section 8(b) shall not apply to amounts paid in settlement of any such loss, claim,damage, liability or action if such settlement is effected without the
 
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consent of such Holder (which consent shall not be unreasonably withheld or delayed), andprovidedfurther that the liability of a Holder hereunder shall be limited to theaggregate net proceeds received by such Holder in connection with any offering to which suchregistration under the Securities Act relates. A Holder shall not, without the consent of CRIC,effect any settlement of any pending or threatened proceeding or action in respect of which CRIC isa party and indemnity has been sought hereunder by CRIC, unless such settlement includes (i) anunconditional release of CRIC, from all liability for claims that are the subject matter of suchproceeding or action and (ii) does not include any statement as to or any admission of fault,capability or a failure to act by or on behalf of CRIC .(c) If the indemnification provided for in this Section 8 from the indemnifying party(the “Indemnifying Party”) is unavailable to any person entitled to indemnificationhereunder (the “Indemnified Party”) in respect of any losses, claims, damages, liabilitiesor expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying theIndemnified Party, shall contribute to the amount paid or payable by the Indemnified Party as aresult of such losses, claims, damages, liabilities or expenses in such proportion as isappropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party inconnection with the actions which resulted in such losses, claims, damages, liabilities orexpenses, as well as any other relevant equitable considerations. The relative fault of theIndemnifying Party and the Indemnified Party shall be determined by reference to, among otherthings, whether any action in question, including any untrue or alleged untrue statement of amaterial fact or omission or alleged omission to state a material fact, has been made by, orrelates to information supplied by, the Indemnifying Party or the Indemnified Party, and theparties’ relative intent, knowledge, access to information and opportunity to correct or preventsuch action. The amount paid or payable by a party as a result of the losses, claims, damages,liabilities and expenses referred to above shall be deemed to include any legal or other fees orexpenses reasonably incurred by such party in connection with any investigation or proceeding. Ifthe allocation provided in this paragraph (c) is not permitted by applicable law, the parties shallcontribute based upon the relevant benefits received by CRIC from the offering of securities on theone hand and the net proceeds received by the Holders from the sale of securities on the other.The parties hereto agree that it would not be just and equitable if contribution pursuant tothis Section 8(c) were determined by pro rata allocation or by any other method ofallocation which does not take account of the equitable considerations referred to in theimmediately preceding paragraph. No person guilty of fraudulent misrepresentation (within themeaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any personwho was not guilty of such fraudulent misrepresentation.(d) The Indemnified Party agrees to give prompt written notice to the Indemnifying Party afterthe receipt by the Indemnified Party of any written notice of the commencement of any action, suit,proceeding or investigation or threat thereof made in writing for which the Indemnified Partyintends to claim indemnification or contribution pursuant to this Agreement; provided, thatthe failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of anyliability that it may have to the Indemnified Party hereunder unless such failure is materiallyprejudicial to the Indemnifying Party. If notice of commencement of any such action is given tothe Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participatein and, to the extent it may wish, to assume the defense of such
 
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action at its own expense, with counsel chosen by it and reasonably satisfactory to suchIndemnified Party. The Indemnified Party shall have the right to employ separate counsel in anysuch action and participate in the defense thereof, but the reasonable fees and expenses of suchcounsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay thesame, (ii) the Indemnifying Party fails to assume the defense of such action within forty-five (45)days notice of a request to do so or (iii) the named parties to any such action (including anyimpleaded parties) have been advised by such counsel that either (A) representation of suchIndemnified Party and the Indemnifying Party by the same counsel would be inappropriate underapplicable standards of professional conduct or (B) there are one or more legal defenses availableto it which are substantially different from or additional to those available to the IndemnifyingParty. No Indemnifying Party shall be liable for any settlement entered into without its writtenconsent, which consent shall not be unreasonably withheld or delayed.(e) The agreements contained in this Section 8 shall survive the transfer of theRegistrable Securities by any Holder and sale of all the Registrable Securities pursuant to anyRegistration Statement and shall remain in full force and effect, regardless of any investigationmade by or on behalf of any Holder, such Holder’s directors and officers, any person whoparticipates in the offering of Registrable Securities, including underwriters (as defined in theSecurities Act), and any person, if any, who controls any Holder or such participating personwithin the meaning of the Securities Act.9. Limitations on Registration of Other Securities; Representation. From and after the date of this Agreement, CRIC shall not, without the prior writtenconsent of each of the Holders, enter into any agreement with any holder or prospective holder ofany securities of CRIC giving such holder or prospective holder any registration rights the termsof which are more favorable taken as a whole than the registration rights granted to the Holdershereunder unless CRIC shall also give such rights to the Holders.10. No Inconsistent Agreements. CRIC shall not hereafter enter into any agreement with respect to its securities that isinconsistent in any material respects with the rights granted to the Holders in this Agreement.11. Selection of Managing Underwriters. In the event the Participating Demand Holders have requested an underwritten offering, theunderwriter or underwriters shall be selected by the Holders of a majority of the shares being soregistered and shall be approved by CRIC, which approval shall not be unreasonably withheld ordelayed, provided, (i) that all of the representations and warranties by, and the otheragreements on the part of, CRIC to and for the benefit of such underwriters shall also be made toand for the benefit of such Holders of Registrable Securities, (ii) that any or all of theconditions precedent to the obligations of such underwriters under such underwriting agreementshall be conditions precedent to the obligations of such Holders of Registrable Securities, and(iii) that no Holder shall be required to make any representations or warranties to or agreementswith CRIC or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Securities of such Holder and such Holder’sintended method of distribution and any other representations customarily required or required bylaw. Subject to the foregoing, all Holders proposing to distribute Registrable Securities throughsuch underwritten offering shall enter into an underwriting agreement in customary form with theunderwriter or underwriters.
 
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12. Miscellaneous(a) Specific Performance. The parties hereto agree that irreparable damage wouldoccur in the event any provision of this Agreement was not performed in accordance with the termshereof and that the parties shall be entitled to specific performance of the terms hereof, inaddition to any other remedy at law or in equity.(b) Amendments and Waivers.(i) This Agreement may be amended, modified or supplemented only by a writteninstrument duly executed by all the Parties hereto.(ii) Any Party may (a) extend the time for the performance of any of the obligations orother acts of another Party to such other Party, (b) waive compliance with any of theagreements of the another Party or conditions to such Party’s obligations contained hereinto such other Party. Any such extension or waiver shall be valid only if set forth in aninstrument in writing signed by the Party to be bound thereby. No waiver of any agreementor obligation granted pursuant to this Section 12(b) or otherwise in accordance withthis Agreement shall be construed as a waiver of any prior or subsequent breach of suchagreement or obligation or any other agreement or obligation. The failure of any Partyhereto to assert any of its rights hereunder shall not constitute a waiver of any of suchrights.(c) Notices. All notices, requests, claims, demands and other communicationshereunder shall be in writing and shall be deemed duly given, made or received (i) on the date ofdelivery if delivered in person or by messenger service, (ii) on the date of confirmation ofreceipt of transmission by facsimile (or, the first (1st) Business Day following such receipt if(a) such date of confirmation is not a Business Day or (b) confirmation of receipt is given after5:00 p.m., Beijing time) or (iii) on the date of confirmation of receipt if delivered by aninternationally recognized overnight courier service or registered or certified mail (or, the first(1st) Business Day following such receipt if (a) such date of confirmation is not a Business Day or(b) confirmation of receipt is given after 5:00 p.m., Beijing time) to the respective partieshereto at the following addresses (or at such other address for a party as shall be specified in anotice given in accordance with this Section 12(c)): (i) if to CRIC:CHINA REAL ESTATE INFORMATION CORPORATION