Exhibit 4.5





Exhibit 4.5



Xin ZHOU




Xudong ZHU




Shanghai CRIC Information Technology Co., Ltd.




AND




Shanghai Tian Zhuo Advertising Co., Ltd.



 




Equity Pledge Agreement

regarding Shanghai Tian Zhuo Advertising Co., Ltd.



 




July 20, 2009




 









 










EQUITY PLEDGE AGREEMENT



This EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into in Shanghai, the PRC, on July 20,
2009 by and among:





	1.	 	Xin ZHOU
	 
	 	 	Identity Card No.: 310109671031081
	 
	2.	 	Xudong ZHU
	 
	 	 	Identity Card No.: 310108196710054852
	 
	 	 	(Xin ZHOU and Xudong ZHU are hereinafter referred to individually as a “Pledgor” and
collectively as the “Pledgors”.)
	 
	3.	 	Shanghai CRIC Information Technology Co., Ltd. (hereinafter, the “Pledgee”)
	 
	 	 	Registered address: Room 308, Building A, Science and Technology Building, No.149 Yanchang
Road, Zhabei District, Shanghai
	 
	4.	 	Shanghai Tian Zhuo Advertising Co., Ltd. (hereinafter, the “Company”)
	 
	 	 	Registered address: Room 201, Building 2, No.38 Haiguang Road, Shanyang Town, Jinshan
District, Shanghai
	 
	 	 	(In this Agreement, the above parties are referred to individually as a “Party” and
collectively as the “Parties”.)





WHEREAS:





	(1)	 	The Pledgors are the registered shareholders of the Company, legally holding all the equity
interest in the Company (the “Company Equity Interest”). Appendix 1 sets forth the capital
contribution amount and the shareholding percentage of each Pledgor in the registered capital
of the Company as of the execution date of this Agreement.
	 
	(2)	 	The Parties to this Agreement entered into the Exclusive Call Option Agreement (the “Call
Option Agreement”) on July 20, 2009, whereby the Pledgors shall, to the extent permitted by
the PRC Law, transfer all or part of the equity interest they hold in the Company to the
Pledgee and/or any other entity or individual designated by the Pledgee based on the Pledgee’s
request.
	 
	(3)	 	The Parties to this Agreement entered into the Shareholder Voting Rights Proxy Agreement (the
“Proxy Agreement”) on July 20, 2009, whereby the




1









 








	 	 	Pledgors irrevocably delegated the individual then designated by the Pledgee with the full
power to exercise on behalf of the Pledgors all their shareholder voting rights in the
Company.
	 
	(4)	 	The Company and the Pledgee entered into the Consultancy Service Agreement (the “Service
Agreement”) on April 1, 2008, whereby the Company exclusively engaged the Pledgee to provide
the relevant consultancy service to the Company, and agreed to pay the corresponding service
fee to the Pledgee for such consultancy service.
	 
	(5)	 	Under the following loan agreements (collectively the “Loan Agreements”), the Pledgee
provided several loans to the Pledgors.






	 	(i)	 	Under the loan agreement entered into by the Pledgee and Xin ZHOU on April 1,
2008, the Pledgee provided Xin ZHOU with a loan in the amount of RMB seventy million
Yuan (RMB70,000,000).
	 
	 	(ii)	 	Under the loan agreement entered into by the Pledgee and Xin ZHOU on
September 8, 2008, the Pledgee provided Xin ZHOU with a loan in the amount of RMB one
million Yuan (RMB1,000,000).
	 
	 	(iii)	 	Under the loan agreement entered into by the Pldegee and the Pledgors on
July 20, 2009, the Pledgee provided the Pledgors with the loans in the amount of RMB
one million Yuan (RMB1,000,000), among which the Pledgee provided Xin ZHOU with a loan
in the amount of RMB nine hundred thousand Yuan (RMB900,000), and the Pledgee provided
Xudong ZHU with a loan in the amount of RMB one hundred thousand Yuan (RMB100,000).
	 
	 	(iv)	 	Under the amended and restated loan agreement entered into by the Pledgee and
Xin ZHOU on July 20, 2009, the Pledgee provided Xin ZHOU with a loan in the amount of
RMB eighteen million Yuan (RMB18,000,000).






	(6)	 	As the Pledgors’ security for the performance of the Contractual Obligations (as defined
below) and the discharge of the Secured Liabilities (as defined below), the Pledgors are
willing to pledge all the Company Equity Interest they hold in favor of the Pledgee and grant
the Pledgee the first pledge, and the Company agrees to such equity interest pledge
arrangement.




THEREFORE, the Parties, through negotiation, agree as follows:




Article 1 Definitions




2









 











	1.1	 	Unless otherwise indicated in the context, in this Agreement, the following terms shall be
interpreted as follows.
	 
	 	 	“Contractual Obligations” means all the contractual obligations of the Pledgors under the
Call Option Agreement, the Proxy Agreement and the Loan Agreements, all the contractual
obligations of the Company under the Call Option Agreement, the Proxy Agreement and the
Service Agreement, and all the contractual obligations of the Pledgors and the Company
under this Agreement.
	 
	 	 	“Secured Liabilities” means all the direct, indirect and derivative losses and loss of
foreseeable interest incurred by the Pledgee due to any Event of Default (as defined below)
on the part of the Pledgors and/or the Company; the basis for determining the amount of
such losses includes but not limited to the reasonable commercial plan and profit forecast
of the Pledgee; and all the expenses incurred by the Pledgee to enforce the performance by
the Pledgors and/or the Company of their Contractual Obligations.
	 
	 	 	“Transaction Documents” means the Call Option Agreement, the Proxy Agreement, the Service
Agreement and the Loan Agreements.
	 
	 	 	“Event of Default” means any breach by any Pledgor of any of its Contractual Obligations
under the Call Option Agreement, the Proxy Agreement, the Loan Agreements and/or this
Agreement, and any breach by the Company of any of its Contractual Obligations under the
Call Option Agreement, the Proxy Agreement, the Service Agreement and/or this Agreement.
	 
	 	 	“Pledged Equity Interest” means all the Company Equity Interest lawfully owned by the
Pledgors as of the effective date of this Agreement and to be pledged to the Pledgee in
accordance with this Agreement as the security for the performance of the Contractual
Obligations by the Pledgors and the Company (see Appendix 1 for the specific Pledged Equity
Interest of each Pledgor), and the increased capital contribution amount and the dividend
as provided in Article 2.6 and Article 2.7 of this Agreement.
	 
	 	 	“PRC” means the People’s Republic of China, for the purpose of this Agreement, excluding
Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan.
	 
	 	 	“PRC Law” means the then-effective laws, administrative regulations, administrative rules,
local regulations, judicial interpretations, and other binding regulatory documents of the
PRC.




3









 








	1.2	 	Any reference to any PRC Law in this Agreement shall be deemed (1) to include references to
the amendments, changes, supplements and restatement of such PRC Law, irrespective of whether
they take effect before or after the execution of this Agreement, and (2) to include the
references to other decisions, notices and regulations enacted in accordance therewith or
effective as a result thereof..
	 
	1.3	 	Unless otherwise specified in the context herein, any reference to an Article, clause, item
or paragraph in this Agreement shall refer to the corresponding part of this Agreement.





Article 2 Pledge of Equity Interest





	2.1	 	The Pledgors hereby agree to pledge the Pledged Equity Interest, which they lawfully own and
are entitled to dispose of, to the Pledgee in accordance with the provisions of this Agreement
as the security for the performance of the Contractual Obligations and the discharge of the
Secured Liabilities. The Company hereby agrees to the Pledgors’ pledge of the Pledged Equity
Interest to the Pledgee in accordance with the provisions of this Agreement.
	 
	2.2	 	The Pledgors undertake to be responsible for registering the equity interest pledge
arrangement (the “Equity Pledge”) under this Agreement on the Company’s register of
shareholders on the execution date of this Agreement.
	 
	 	 	The Parties shall use their best efforts to apply to the registration authority in charge
of the Company for registration of the Equity Pledge under this Agreement immediately after
the execution of this Agreement.
	 
	2.3	 	During the valid term of this Agreement, unless attributable to the Pledgee’s willful conduct
or the Pledgee’s gross negligence with direct causation to the consequence, the Pledgee shall
in no way be held liable to any reduction of the value of the Pledged Equity Interest, and the
Pledgors have no right to claim any compensation or other request in any way against the
Pledgee.
	 
	2.4	 	Without breaching the provisions of Article 2.3 above, if there is any probability that the
value of the Pledged Equity Interest will notably reduce which is sufficient to jeopardize the
rights of the Pledgee, the Pledgee may at any time auction or sell the Pledged Equity Interest
on behalf of the Pledgors, and may reach agreement with the Pledgors to use the proceeds from
such auction or sales to prepay the Secured Liabilities or to deposit such proceeds with the
notary office in the place where the Pledgee is domiciled (all expenses so incurred shall be
assumed by the Pledgee). Further, if requested by the Pledgee, the Pledgors shall offer
additional security interest over other property.




4









 








	2.5	 	Upon the occurrence of any Event of Default, the Pledgee has the right to dispose of the
Pledged Equity Interest in accordance with Article 4 of this Agreement.
	 
	2.6	 	The Pledgors shall not increase the registered capital of the Company without the Pledgee’s
prior consent. The increased capital contribution amount of the Pledgors in the registered
capital of the Company as a result of such capital increase of the Company shall be a part of
the Pledged Equity Interest.
	 
	2.7	 	No dividend or capital bonus on the Pledged Equity Interest shall be distributed to the
Pledgors without the Pledgee’s prior consent. The Pledgors agree that during the term of
pledge, the Pledgee has the right to collect any dividend or capital bonus out of the Pledged
Equity Interest. The Company shall pay such amount into the bank account designated by the
Pledgee.
	 
	2.8	 	The Pledgee has the right to dispose of any of the Pledged Equity Interest of any Pledgor in
accordance with this Agreement after the occurrence of any Event of Default.





Article 3 Release of Pledge





	3.1	 	After the Pledgors and the Company fully and completely perform all of the Contractual
Obligations and discharge all of the Secured Liabilities, the Pledgee shall, upon the
Pledgors’ request, release the Equity Pledge under this Agreement and cooperate with the
Pledgors to cancel the registration of the Equity Pledge on the Company’s register of
shareholders and with the administration of industry and commerce in charge of the Company.
The Pledgee shall assume the reasonable expenses arising out of the release of the Equity
Pledge.





Article 4 Disposal of Pledged Equity Interest





	4.1	 	The Parties agree that if any Event of Default occurs, the Pledgee has the right to, by
notifying the Pledgors in writing, exercise all the remedial rights and powers that it is
entitled to under the PRC Law, the Transaction Documents and the provisions of this Agreement,
including but not limited to being compensated in first priority with proceeds from auctions
or sales of the Pledged Equity Interest. The Pledgee shall not be liable to any loss caused by
its reasonable exercise of such rights and powers.
	 
	4.2	 	The Pledgee has the right to delegate in writing its lawyers or other agents to exercise all
or any part of its rights and powers above, and neither the Pledgors nor the Company may
oppose thereto.




5









 








	4.3	 	The Pledgee has the right to deduct the reasonable expenses actually incurred from its
exercise of all or any part of its rights and powers above from the proceeds gained from its
exercise of such rights and powers.
	 
	4.4	 	The proceeds gained from the Pledgee’s exercise of its rights and powers shall be settled in
accordance with the following order:






	 	(1)	 	firstly, pay all expenses arising out of the disposal of the Pledged Equity
Interest and the Pledgee’s exercise of its rights and powers (including the
remuneration paid to its lawyers and agents);
	 
	 	(2)	 	secondly, pay the taxes and charges payable for the disposal of the Pledged
Equity Interest; and
	 
	 	(3)	 	thirdly, repay the Secured Liabilities to the Pledgee.






	 	 	If there is any balance after the payment of the above amounts, the Pledgee shall return
the balance to the Pledgors or any other person entitled to such amount pursuant to
relevant laws and regulations, or deposit such amount with the notary office in the place
where the Pledgee is domiciled (all expenses so incurred to be assumed by the Pledgee).
	 
	4.5	 	The Pledgee has the discretion to, simultaneously or in certain sequence, exercise any
remedies for defaults it is entitled to. The Pledgee may exercise its rights to auction or
sell the Pledged Equity Interest under this Agreement without first exercising any other
remedies for defaults.





Article 5 Costs and Expenses





	5.1	 	All actual expenses related to the creation of the Equity Pledge under this Agreement,
including but not limited to the stamp duty, any other taxes and all legal fees and etc.,
shall be assumed by the Parties respectively.





Article 6 Continuity and No Waiver





	6.1	 	The Equity Pledge created under this Agreement is a continuing assurance, which shall be
valid until the Contractual Obligations are fully performed or the Secured Liabilities are
fully discharged. No waiver or grace period of any default of the Pledgors given by the
Pledgee, nor the Pledgee’s late exercise of any of its rights under the Transaction Documents
and this Agreement, shall affect the rights of the Pledgee under this Agreement, the
Transaction Documents and the relevant PRC Law to require at any time thereafter the Pledgors
to strictly implement the Transaction Documents and this Agreement, or the rights the Pledgee
is entitled to with respect to the Pledgors’ subsequent




6









 








	 	 	breach of the Transaction Documents and/or this Agreement.





Article 7 Pledgors’ Representations and Warranties



Each of the Pledgors respectively represents and warrants to the Pledgee as follows:





	7.1	 	The Pledgors are PRC citizens with full legal capacity, having full rights and powers to
execute this Agreement and assume the legal obligations in accordance with this Agreement.
	 
	7.2	 	All the reports, documents and information related to the Pledgors and all the matters
required under this Agreement that the Pledgors provided to the Pledgee prior to the
effectiveness of this Agreement are true and accurate in all material respects as of the
effectiveness of this Agreement.
	 
	7.3	 	All the reports, documents and information related to the Pledgors and all the matters
required under this Agreement to be provided by the Pledgors to the Pledgee after the
effectiveness of this Agreement will be true and valid in all material respects upon
provision.
	 
	7.4	 	Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the
Pledged Equity Interest. There is no pending disputes on the ownership of the Pledged Equity
Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part
thereof.
	 
	7.5	 	Except the security interest created over the Pledged Equity Interest under this Agreement
and the rights created under the Transaction Documents, there are no other security interest
or third party rights or any other encumbrance over the Pledged Equity Interest.
	 
	7.6	 	The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have
full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with
the provisions of this Agreement.
	 
	7.7	 	This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding
obligations of the Pledgors.
	 
	7.8	 	Any third party approvals, permits, waivers and authorizations, any approvals, permits and
waivers of any governmental authorities, or any registration or filing formalities with any
government authorities (if legally required), which is required with respect to the execution
and performance of this Agreement and the Equity Pledge under this Agreement, have been
obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during
the valid term of this Agreement.




7









 








	7.9	 	Each Pledgors’ execution and performance of this Agreement does not violate or conflict with
any laws applicable thereto, any agreement to which it is a party or by which its assets is
bound, any court adjudication, any arbitration award or any decision of administrative
authorities.
	 
	7.10	 	The pledge under this Agreement constitutes the security interest over the Pledged Equity
Interest with the first priority.
	 
	7.11	 	All taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid
by the Pledgors in full.
	 
	7.12	 	There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal
proceeding or claim at any court or arbitration tribunal against the Pledgors or their
property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the
Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or
administrative authority against the Pledgors or their property or the Pledged Equity
Interest, which will have material or adverse effect on the financial conditions of the
Pledgors or their abilities to perform their obligations and security liabilities under this
Agreement.
	 
	7.13	 	The Pledgors hereby undertake to the Pledgee that the above representations and warranties
will all be true and accurate and be fully complied with under any circumstance and at any
time before the Contractual Obligations are performed in full or the Secured Liabilities are
discharged in full.





Article 8 Company’s Representations and Warranties



The Company represents and warrants to the Pledgee as follows:





	8.1	 	The Company is a limited liability company duly registered and lawfully existing under the
PRC Law with independent legal person status, having independent and full legal status and
capacity to execute, deliver and perform this Agreement, and can be an independent party to a
lawsuit.
	 
	8.2	 	All the reports, documents and information related to the Pledged Equity Interest and all the
matters required under this Agreement which the Company provided to the Pledgee prior to the
effectiveness of this Agreement are true and accurate in all material respects as of the
effectiveness of this Agreement.
	 
	8.3	 	All the reports, documents and information related to the Pledged Equity Interest and all the
matters required under this Agreement to be provided by the Company to the Pledgee after the
effectiveness of this Agreement will be true and valid in all material respects upon
provision.




8









 








	8.4	 	This Agreement, upon due execution by the Company, constitutes the lawful, valid and binding
obligations of the Company.
	 
	8.5	 	It has full internal corporate power and authorization to execute and deliver this Agreement
and all other documents related to the transaction contemplated in this Agreement and to be
executed by it. It has full power and authorization to complete the transaction contemplated
in this Agreement.
	 
	8.6	 	There is no pending or, to the knowledge of the Company, threatened lawsuit, legal proceeding
or claim at any court or arbitration tribunal against the Pledged Equity Interest, the Company
or its property, nor is there any pending or, to the knowledge of the Company, threatened
lawsuit, legal proceeding or claim at any government agency or administrative authority
against the Pledged Equity Interest, the Company or its property, which will have material or
adverse effect on the financial conditions of the Company or the Pledgors’ abilities to
perform their obligations and security liabilities under this Agreement.
	 
	8.7	 	The Company hereby agrees to assume the joint and several liabilities to the Pledgee with
respect to the representations and warranties made by each of the Pledgors under Article 7.4,
Article 7.5, Article 7.6, Article 7.8 and Article 7.10 of this Agreement.
	 
	8.8	 	The Company hereby undertakes to the Pledgee that the above representations and warranties
will all be true and accurate and be fully complied with under any circumstance and at any
time before the Contractual Obligations are performed in full and the Secured Liabilities are
discharged in full.





Article 9 Pledgors’ Undertakings



Each Pledgor hereby respectively undertake to the Pledgee as follows:





	9.1	 	Without the prior written consent of the Pledgee, the Pledgors shall not create, or allow to
be created, any new pledge or any other security interest over the Pledged Equity Interest.
Any pledge or other security interest created over all or any part of the Pledged Equity
Interest without the prior written consent of the Pledgee shall be invalid.
	 
	9.2	 	Without the prior written notice to and the prior written consent of the Pledgee, the
Pledgors shall not transfer the Pledged Equity Interest and all activities of the Pledgors to
transfer the Pledged Equity Interest shall be invalid. The proceeds obtained from the
Pledgors’ transfer of the Pledged Equity Interest shall be used first to prepay the Secured
Liabilities to the Pledgee or to be deposited with a third party as agreed with the Pledgee.




9









 








	9.3	 	In the event of occurrence of any lawsuit, arbitration or other claim which may have adverse
effect on the interests of the Pledgors or the Pledgee under the Transaction Documents and
this Agreement or on the Pledged Equity Interest, the Pledgors undertake to notify the Pledgee
in writing as soon as possible and in a timely manner, and, as reasonably required by the
Pledgee, to take all necessary measures to ensure the pledge interest of the Pledgee over the
Pledged Equity Interest.
	 
	9.4	 	The Pledgors undertake to complete the registration formalities to extend the business term
of the Company three months before the expiration of the business term of the Company so as to
continue the effect of this Agreement.
	 
	9.5	 	The Pledgors shall not take, or allow to be taken, any activity or action which may have
adverse effect on the Pledgee’s interest under the Transaction Documents and this Agreement or
on the Pledged Equity Interest. The Pledgors waive the right of first refusal to purchase the
Pledged Equity Interest when the Pledgee realizes its pledge rights.
	 
	9.6	 	The Pledgors shall, after the execution of this Agreement, use their best efforts and take
all necessary measures to register the Equity Pledge under this Agreement with the relevant
administration of industry and commerce as soon as possible, and the Pledgors undertake to, as
reasonably required by the Pledgee, take all necessary measures and execute all necessary
documents (including but not limited to any agreement supplemental to this Agreement) to
ensure the pledge interest of the Pledgee over the Pledged Equity Interest and the exercise
and realization thereof.
	 
	9.7	 	If the exercise of the right of pledge under this Agreement results in the transfer of any
Pledged Equity Interest, the Pledgors undertake to take all measures to complete such
transfer.
	 
	9.8	 	The Pledgors shall ensure that the convening process, voting methods and resolutions of the
shareholders meetings and board meetings of the Company convened for the purpose of the
execution of this Agreement, the creation of the right of pledge and the exercise of the right
of pledge be not in conflict with the laws, regulations or the articles of association of the
Company.





Article 10 Company’s Undertakings





	10.1	 	If any third party approval, permit, waiver or authorization, or any approval, permit or
waiver of any governmental authorities, or any registration or filing formalities with any
government authorities (if legally required) is required to be obtained or completed for the
execution and performance of this Agreement and for the Equity Pledge under this Agreement,
the Company shall endeavor




10









 








	 	 	to assist in obtaining it and keeping it fully effective during the valid term of this
Agreement.
	 
	10.2	 	Without the prior written consent of the Pledgee, the Company shall not assist in or allow
the Pledgors’ creation of any new pledge or other security interest over the Pledged Equity
Interest.
	 
	10.3	 	Without the prior written consent of the Pledgee, the Company shall not assist in or allow
the Pledgors’ transfer of the Pledged Equity Interest.
	 
	10.4	 	In the event of occurrence of any lawsuit, arbitration or other claim which may have adverse
effect on the Company, the Pledged Equity Interest or the Pledgee’s interest under the
Transaction Documents and this Agreement, the Company undertake to notify the Pledgee in
writing as soon as possible and in a timely manner, and, as reasonably required by the
Pledgee, to take all necessary measures to ensure the pledge interest of the Pledgee over the
Pledged Equity Interest.
	 
	10.5	 	The Company undertakes to complete the registration formalities to extend its business term
three months before the expiration of its business term so as to continue the effect of this
Agreement.
	 
	10.6	 	The Company shall not take, or allow to be taken, any activity or action which may have
adverse effect on the Pledgee’s interest under the Transaction Documents and this Agreement or
on the Pledged Equity Interest, including but not limited to any activity or action restricted
under Article 9.
	 
	10.7	 	The Pledgors and the Company shall, in the first month of each calendar quarter, provide the
Pledgee with the financial statements of the Company for the immediately preceding calendar
quarter, including but not limited to the balance sheet, the profit and loss statements and
the cash flow statements.
	 
	10.8	 	The Company undertake to, as reasonably required by the Pledgee, take all necessary measures
and execute all necessary documents (including but not limited to any agreement supplemental
to this Agreement) to ensure the pledge interest of the Pledgee over the Pledged Equity
Interest and the exercise and realization thereof.
	 
	10.9	 	If the exercise of the right of pledge under this Agreement results in the transfer of any
Pledged Equity Interest, the Company undertake to take all measures to complete such transfer.





Article 11 Change of Circumstances




11









 











	11.1	 	As supplement and not in conflict with the Transaction Documents and the other provisions of
this Agreement, if at any time, due to the promulgation or change of any PRC Law, regulations
or rules, or the change of interpretation or application of such laws, regulations or rules,
or the change of relevant registration procedures, the Pledgee believes that it is illegal or
in conflict with such laws, regulations and rules to keep this Agreement effective, to keep
the right of pledge under this Agreement effective and/or to dispose of the Pledged Equity
Interest in accordance with this Agreement, the Pledgors and the Company shall promptly take
any action and/or execute any agreement or other document upon written instruction by the
Pledgee and as reasonably required by the Pledgee, so as to:






	 	(1)	 	keep this Agreement and the right of pledge under this Agreement effective;
	 
	 	(2)	 	facilitate the disposal of the Pledged Equity Interest in accordance with
this Agreement; and/or
	 
	 	(3)	 	keep or realize the security created or intended by this Agreement.





Article 12 Effectiveness and Term of this Agreement





	12.1	 	This Agreement shall come into effect upon the satisfaction of all of the following
conditions:






	 	(1)	 	this Agreement has been duly executed by the Parties; and
	 
	 	(2)	 	the Equity Pledge under this Agreement has been duly registered on the
register of shareholders of the Company.






	 	 	The Pledgors shall provide the Pledgee with the evidence of the registration of the Equity
Pledge on the register of shareholders in form to the satisfaction of the Pledgee, and
shall, after the effectiveness of this Agreement and as required by the Pledgee, provide
the Pledgee with the pledge certificate issued by the administration of industry and
commerce in form to the satisfaction of the Pledgee.
	 
	12.2	 	The term of this Agreement shall end upon the full performance of the Contractual Obligations
or the full discharge of the Secured Liabilities.





Article 13 Notices





	13.1	 	Any notice, request, demand and other correspondences required by this Agreement or made in
accordance with this Agreement shall be delivered in




12









 








	 	 	writing to the relevant Party.
	 
	13.2	 	If any of such notice or other correspondences is transmitted by facsimile or telex, it shall
be treated as delivered immediately upon transmission; if delivered in person, it shall be
treated as delivered at the time of delivery; if posted by mail, it shall be treated as
delivered five (5) days after posting.





Article 14 Miscellaneous





	14.1	 	The Pledgors and the Company agree that the Pledgee may, upon notice to the Pledgors and the
Company, assign the Pledgee’s rights and/or obligations hereunder to any third party. However,
the Pledgors or the Company shall not, without the Pledgee’s prior written consent, assign
their rights, obligations or liabilities hereunder to any third party. The successors or
permitted assignees (if any) of the Pledgors and the Company shall continue to perform the
respective obligations of the Pledgors and the Company under this Agreement.
	 
	14.2	 	When the Pledgee exercises its right of pledge to the Pledged Equity Interest pursuant to the
provisions hereof, the amount of the Secured Liabilities determined by the Pledgee at its own
discretion shall be regarded as the conclusive evidence of the Secured Liabilities hereunder.
	 
	14.3	 	This Agreement is written in Chinese and executed in five (5) originals, with one (1)
original to be retained by each Party hereto. One (1) original is to be used for the
application to the administration of industry and commerce in charge of the Company for
registration of the Equity Pledge under this Agreement.
	 
	14.4	 	The execution, effectiveness, performance, revision, interpretation and termination of this
Agreement shall be governed by the PRC Law.
	 
	14.5	 	Any dispute arising out of and in connection with this Agreement shall be resolved through
consultations among the Parties. In case the Parties fail to reach agreement within thirty
(30) days after the dispute arises, such dispute shall be submitted to Shanghai Sub-Commission
of China International Economic and Trade Arbitration Commission for arbitration in Shanghai
in accordance with such Commission’s arbitration rules in effect at the time of applying for
arbitration, and the arbitration award shall be final and binding on the Parties.
	 
	14.6	 	None of the rights, powers or remedies granted to any Party by any provision herein shall
preclude any other rights, powers or remedies available to such Party at law and under the
other provisions of this Agreement. In addition, the exercising by one Party of any of its
rights, powers and remedies shall not




13









 








	 	 	exclude such Party from exercising any of its other rights, powers and remedies.
	 
	14.7	 	No failure or delay by a Party in exercising any rights, powers and remedies available to it
hereunder or at law (hereinafter, the “Party’s Rights”) shall result in a waiver thereof, nor
shall the waiver of any single or partial exercise of the Party’s Rights shall exclude such
Party from exercising such rights in any other way and exercising the other Party’s Rights.
	 
	14.8	 	The headings of the provisions herein are for reference only, and in no event shall such
headings be used for or affect the interpretation of the provisions hereof.
	 
	14.9	 	Each provision contained herein shall be severable and independent from each of the other
provisions. If any one or more provisions herein become(s) invalid, illegal or unenforceable
at any time, the validity, legality and enforceability of the remaining provisions herein
shall not be affected as a result thereof.
	 
	14.10	 	Any amendments or supplements to this Agreement shall be made in writing. Except for
assignment by the Pledgee of its rights hereunder according to Article 14.1, the amendments or
supplements to this Agreement shall take effect only upon the due execution by the Parties to
this Agreement. If any amendments or supplements to this Agreement legally require any
approval of and/or any registration or filing with any government authority, the Parties shall
obtain such approval and/or complete such registration or filing in accordance with law.
	 
	14.12	 	This Agreement shall be binding on the legal successors of the Parties.
	 
	14.13	 	At the time of execution of this Agreement, each Pledgor shall respectively sign a power of
attorney (hereinafter, the “Power of Attorney”) to authorize any person designated by the
Pledgee to sign on the Pledgor’s behalf according to this Agreement any and all legal
documents necessary for the exercise of the Pledgee’s rights hereunder. Such Power of Attorney
shall be delivered to the Pledgee to keep in custody and, when necessary, the Pledgee may at
any time submit the Power of Attorney to the relevant government authority.





[The remainder of this page intentionally left blank]





14









 










[EXECUTION PAGE]



IN WITNESS WHEREOF, this EQUITY PLEDGE AGREEMENT is executed by the following Parties on the date
first written above.




Xin ZHOU




	 	 	 	 	 
	By:  	 	          /S/Xin Zhou
 	 	 



Xudong ZHU




	 	 	 	 	 
	By:	 	/S/Xudong Zhu 	 	 




Shanghai CRIC Information Technology Co., Ltd.




(Company seal)



	 	 	 	 	 
	By:	 	/seal/ 	 	 




Name:


Title:



Shanghai Tian Zhuo Advertising Co., Ltd.




(Company seal)


	 	 	 	 	 
	By:	 	/seal/ 	 	 



Name:




Title:




15









 







APPENDIX 1




COMPANY GENERAL INFORMATION




	 	 	 
	Company Name:

	Shanghai Tian Zhuo Advertising Co., Ltd.
	 
	 	 
	Registered Address:

	Room 201, Building 2, No.38 Haiguang Road, Shanyang Town, Jinshan District, Shanghai
	 
	 	 
	Registered Capital:

	RMB1,000,000
	 
	 	 
	Legal Representative:

	 	Xin ZHOU






Shareholding Structure:




	 	 	 	 	 	 	 	 	 	 	 
	Shareholder	 	Contribution in	 	Percentage of	 	Method of
	name	 	registered capital	 	contribution	 	contribution
	Xin ZHOU

	 	RMB	900,000	 	 	 	90	%	 	Currency
	Xudong ZHU

	 	RMB	100,000	 	 	 	10	%	 	Currency
	Total

	 	RMB	1,000,000	 	 	 	100	%	 	/






16









 








APPENDIX 2




FORM OF POWER OF ATTORNEY



I, Xin ZHOU, hereby irrevocably delegate Zuyu DING (identity card number: 310106197311030812) to
act as my authorized representative to execute all legal documents necessary or useful for Shanghai
CRIC Information Technology Co., Ltd. to exercise its rights under the “Equity Pledge Agreement
regarding Shanghai Tian Zhuo Advertising Co., Ltd.” entered into by Shanghai Tian Zhuo Advertising
Co., Ltd., it and me.




	 	 	 	 
	 	Signature:	 	/S/Xin Zhou
	 
	 	Date:	July 20, 2009     




17









 







APPENDIX 2




FORM OF POWER OF ATTORNEY



I, Xudong ZHU, hereby irrevocably delegate Zuyu DING (identity card number: 310106197311030812) to
act as my authorized representative to execute all legal documents necessary or useful for Shanghai
CRIC Information Technology Co., Ltd. to exercise its rights under the “Equity Pledge Agreement
regarding Shanghai Tian Zhuo Advertising Co., Ltd.” entered into by Shanghai Tian Zhuo Advertising
Co., Ltd., it and me.



	 	 	 	 
	 	Signature:	 	/S/Xudong Zhu
	 
	 	Date:	July 20, 2009     




18