Exhibit 4.10






Exhibit 4.10




LOAN AGREEMENT




BETWEEN




XIN ZHOU




XUDONG ZHU




AND




SHANGHAI CRIC INFORMATION TECHNOLOGY CO., LTD.




DATED JULY 20, 2009




 









 










LOAN AGREEMENT




This LOAN AGREEMENT (“this Agreement”) is entered into on July 20, 2009 by:




	1.	 	XIN ZHOU
	 
	 	 	Identity Card Number: 310109671031081
	 
	2.	 	XUDONG ZHU
	 
	 	 	Identity Card Number: 310108196710054852





(XIN ZHOU and XUDONG ZHU are collectively referred to as the “Borrowers”)




	3.	 	SHANGHAI CRIC INFORMATION TECHNOLOGY CO., LTD. (the “Lender”)
	 
	 	 	Registered Address: Room 308, Building A of the Technology Building, No.149 Yanchang Road, Zhabei District, Shanghai





(In this Agreement, the above parties are referred to individually as a “Party” and collectively
the “Parties”.)



WHEREAS:




	1.	 	Shanghai Tian Zhuo Advertising Co., Ltd. (“Tian Zhuo Advertising”) is a limited liability
company duly incorporated and validly existing in Shanghai, China under the laws of the PRC,
mainly operating the advertising business, of which the registered address is Room 201,
Building 2, No.38 Haiguang Road, Shanyang Town, Jinshan District, Shanghai and the registered
capital is RMB1,000,000 (in words: one million Yuan).
	 
	2.	 	The Lender has provided a loan to XIN ZHOU and XUDONG ZHU respectively for their acquisition
of the equity interest in Tian Zhuo Advertising.





In order to clarify the rights and obligations of the Lender and the Borrowers under the above loan
arrangement, the Parties hereby agree as follows:



ARTICLE ONE DEFINITIONS





	1.1	 	Unless otherwise specified in this Agreement, the following terms used in this Agreement shall have the meanings prescribed thereto below.
	 
	 	 	“Loan” means the loan provided by the Lender to the Borrowers in the amount of




 









 














	 	 	RMB1,000,000 (in words: one million Yuan) pursuant to Article 2.1, among which a loan in the
amount of RMB900,000 (in words: nine hundred thousand Yuan) is provided to XIN ZHOU, and a
loan in the amount of RMB100,000 (in words: one hundred thousand Yuan) is provided to XUDONG
ZHU.
	 
	 	 	“Outstanding Amount” means the respective unpaid amount payable by the Borrowers under the
Loan.
	 
	 	 	“PRC” means the People’s Republic of China, for the purpose of this Agreement, excluding Hong
Kong, Macao, and Taiwan.
	 
	 	 	“Term” has the meaning prescribed in Article 4.1 hereof.
	 
	 	 	“Repayment Notice” has the meaning prescribed in Article 5.2 hereof.
	 
	 	 	“Repayment Request” has the meaning prescribed in Article 5.3 hereof.
	 
	 	 	“Confidential Information” has the meaning prescribed in Article 7.1 hereof.
	 
	 	 	“Available Rights” has the meaning prescribed in Article 10.5 hereof.
	 
	1.2	 	Any reference in this Agreement to the following terms shall be interpreted as the following
meanings.
	 
	 	 	“Article” shall be interpreted as an article in this Agreement, unless otherwise specified in
the context of this Agreement.
	 
	 	 	“Taxes” shall be interpreted to include any taxes, fees, duties, or other charges of the same
nature (including but not limited to any penalties or interests related to any unpaid or
overdue amount of such Taxes).
	 
	 	 	“Borrowers” or “Lender” shall be interpreted to include the successors and assignees of such
Party.
	 
	1.3	 	Unless otherwise specified, any reference in this Agreement to this Agreement or any other
agreement or document shall, as the case may be, be interpreted as the reference to the
amendments, modifications, replacements or supplements to this Agreement or such other
agreement or document that are already made or may be made in the future from time to time.





ARTICLE TWO LOAN





	2.1	 	Pursuant to the terms and conditions of this Agreement, the Lender agrees to provide the Loan
to the Borrowers. The Parties confirm that as of the execution




 









 










	 	 	of this Agreement, the Lender has provided the Loan to the Borrowers in the amount of
RMB1,000,000 (in words: one million Yuan), among which a loan in the amount of RMB900,000 (in
words: nine hundred thousand Yuan) has been provided to XIN ZHOU, and a loan in the amount of
RMB100,000 (in words: one hundred thousand Yuan) has been provided to XUDONG ZHU.
	 
	 	 	The Borrowers can not use the Loan under this Agreement unless for the purpose of the
investment, or acquisition of the equity interest, in Tian Zhuo Advertising. Without the
prior written consent of the Lender, the Borrowers can not use any part of the Loan for any
other purpose.
	 
	2.2	 	The Parties confirm that the Borrowers shall repay the Loan to the Lender in accordance with,
and perform all of its other obligations under, this Agreement.
	 
	2.3	 	The Borrowers shall enter into an equity interest pledge agreement with the Lender in
accordance with the requirements of the Lender, to pledge, in favor of the Lender, all of its
equity interest in Tian Zhuo Advertising to secure the Borrowers’ performance of all of their
obligations under this Agreement. The Borrowers shall also cooperate with the Lender to
register the equity interest pledge agreement with the competent administration for industry
and commerce.





ARTICLE THREE INTEREST





	 	 	The Lender confirms that there shall be no interest accruing on the Loan.





ARTICLE FOUR TERM





	4.1	 	The term of any part of the Loan under this Agreement shall commence on the date on which the
Lender provided the Loan to the Borrowers and end on the earliest of (1) the twentieth
(20th) anniversary of the execution date of this Agreement, (2) the expiration date
of the business term of the Lender (including its business term as extended), and (3) the
expiration date of the business term of Tian Zhuo Advertising (including its business term as
extended) (the “Term”).





ARTICLE FIVE REPAYMENT





	5.1	 	On the expiration date of the Term, unless the Parties unanimously agree to extend the Term
to the extent permitted by the applicable laws and regulations, the Borrowers shall fully
repay the Outstanding Amount on a one-off basis. Under such circumstance, to the extent not
in violation of the applicable laws and regulations, the Lender has the right to purchase,
itself or by any designated third party, all of the equity interest in Tian Zhuo Advertising
held by the Borrowers at that time, the purchase price for which shall be equal to the
Outstanding Amount.




 









 














	5.2	 	During the Term, the Lender may, at any time, determine at its sole discretion to accelerate
the repayment of the Loan and require any or both of the Borrowers to repay all or any part of
the Outstanding Amount by a written notice to any of the Borrowers thirty (30) days in advance
(the “Repayment Notice”).
	 
	 	 	If the Lender requires any of the Borrowers to repay any amount pursuant to the previous
Paragraph, to the extent not in violation of the applicable laws and regulations, the Lender
has the right to purchase, itself or by any designated third party, certain portion of the
equity interest in Tian Zhuo Advertising held by such Borrower, the purchase price for which
shall be equal to that portion of the Outstanding Amount required to be repaid, and the
percentage of the equity interest required to be sold against the equity interest in Tian Zhuo
Advertising held by such Borrower on the execution date of this Agreement shall be equal to
the percentage of the Outstanding Amount required to be repaid against the total amount of the
Loan borrowed by such Borrower under this Agreement.
	 
	5.3	 	To the extent the applicable laws and regulations allow the Lender to hold the equity
interest in Tian Zhuo Advertising, any of the Borrowers may, at any time, give a repayment
request to the Lender thirty (30) days in advance to request to prepay all or any part of the
Outstanding Amount (the “Repayment Request”).
	 
	 	 	Under such circumstance, to the extent not in violation of the applicable laws and
regulations, the Lender has the right to purchase, itself or by any designated third party,
certain portion of the equity interest in Tian Zhuo Advertising held by the Borrower proposing
the repayment, the purchase price for which shall be equal to that portion of the Outstanding
Amount proposed to be repaid, provided that the percentage of the equity interest required to
be sold against the equity interest in Tian Zhuo Advertising held by such Borrower on the
execution date of this Agreement shall be equal to the percentage of the Outstanding Amount
proposed to be repaid against the total amount of the Loan borrowed by such Borrower under
this Agreement.
	 
	5.4	 	The Borrower required or proposing to repay any amount shall repay the relevant Outstanding
Amount in cash or in such other manner as approved by the Lender in writing in advance and
permitted by the applicable laws and regulations.
	 
	5.5	 	When the Borrowers repay the Outstanding Amount pursuant to the above provisions of this
Article 5, the Parties shall complete the equity interest transfer provided in this Article 5
at the same time to ensure that, at the same time when the Outstanding Amount is repaid, the
Lender or any third party designated by the Lender has lawfully and fully accepted the
relevant equity interest in Tian Zhuo Advertising pursuant to the above provisions, and such
equity interest is free and clear of any pledge or any other form of encumbrance. When the
equity interest in Tian Zhuo Advertising is to be transferred pursuant to the above
provisions, the




 









 














	 	 	Borrowers shall provide all reasonable assistance and shall waive all of its right of first
refusal to purchase such equity interest.
	 
	5.6	 	After the Borrowers transfer all of their equity interest in Tian Zhuo Advertising to the
Lender or any third party designated by the Lender and repay all of the Outstanding Amount
pursuant to the above provisions of this Article 5, the Borrowers have no obligations of
repayment under this Agreement.





ATTICLE SIX TAXES





	 	 	The Lender shall assume all of the Taxes related to the Loan.





ARTICLE SEVEN CONFIDENTIALITY





	7.1	 	Irrespective of the termination of this Agreement, the Borrowers are obligated to keep
confidential the trade secrets, proprietary information, clients’ information and all other
information of confidential nature related to the Lender that are known to or received by the
Borrowers as a result of the execution or performance of this Agreement (collectively the
“Confidential Information”). The Borrowers shall not use such Confidential Information for
any purpose other than for the performance of its obligations under this Agreement. Unless
otherwise approved by the Lender in writing in advance or required by the relevant laws or
regulations, the Borrowers shall not disclose any of the Confidential Information to any third
party.
	 
	7.2	 	The Confidential Information does not include:






	 	(a)	 	the information that has been lawfully acquired by the Party receiving the
information before as evidenced by certain written evidence;
	 
	 	(b)	 	the information entering the public domain without attribution to any fault of the
Party receiving the information; and
	 
	 	(c)	 	the information lawfully acquired by the Party receiving the information from other
sources after being received by the Party.






	7.3	 	After the termination of this Agreement, the Borrowers shall, as requested by the Lender,
return, destroy, or otherwise dispose of all of the documents, datum, or software provided by
the Lender that contain any Confidential Information, and stop using the Confidential
Information.
	 
	7.4	 	Notwithstanding any other provision of this Agreement, the effect of this Article 7 shall not
be affected by the suspension or termination of this Agreement.




 









 













ARTICLE EIGHT NOTICE





	8.1	 	Any notice, request, demand or other correspondence required under or in accordance with this
Agreement shall be delivered to the related Party in writing.
	 
	8.2	 	The above notice or other correspondence, shall be deemed to be delivered (i) upon being sent
out if by facsimile or electric transmission, or (ii) upon handover in person if by hand
delivery; or (iii) upon the fifth (5th) day of being posted if by mail.





ARTICLE NINE DEFAULT LIABILITIES





	9.1	 	The Borrowers undertake to indemnify the Lender against any actions, charges, claims, costs,
damage, demands, expenses, liabilities, losses or procedures suffered or incurred by the
Lender due to any breach by the Borrowers of any of their obligations under this Agreement.
	 
	9.2	 	Notwithstanding any other provision of this Agreement, the effect of this Article shall not
be affected by the suspension or termination of this Agreement.





ARTICLE TEN MISCELLANEOUS





	10.1	 	This Agreement is written in Chinese in three (3) originals. Each of the Parties to this
Agreement shall hold one (1) original.
	 
	10.2	 	The execution, effectiveness, performance, modification, interpretation and termination of this
Agreement shall be governed by the laws of the PRC.
	 
	10.3	 	Any dispute arising out of or in connection with this Agreement shall be resolved by the
Parties through consultation. In the event the Parties fail to agree with each other within
thirty (30) days after the dispute arises, the dispute shall be submitted to China
International Economic and Trade Arbitration Commission Shanghai Commission for arbitration in
Shanghai in accordance with the arbitration rules thereof effective at the submission of the
application for arbitration. The arbitration award shall be final and binding upon the
Parties.
	 
	10.4	 	Any right, power or remedy granted to each of the Parties by any provision of this Agreement
shall not preclude any other rights, powers or remedies that such Party is entitled to under
the laws and under any other provisions of this Agreement, and any Party’s exercise of any of
its rights, powers or remedies shall not preclude its exercise of any other rights, powers or
remedies that it is entitled to.
	 
	10.5A	 	Party’s failure or delay in exercising any of its rights, powers or remedies that it is
entitled to under this Agreement or under the laws (the “Available Rights”)




 









 














	 	 	shall not constitute its waiver of such rights, nor shall any single or partial waiver of any
Available Rights by a Party preclude its exercise of those rights in another manner or its
exercise of any other Available Rights.
	 
	10.6	 	The headings in this Agreement are written for the ease of reference only, and shall in no
event be used for, or affect, the interpretation to this Agreement.
	 
	10.7	 	Each provision of this Agreement is severable and independent from any of the other provisions.
If at any time any one or more provisions of this Agreement become invalid, illegal or
unenforceable, the validity, legality and enforceability of the other provisions of this
Agreement shall not be affected thereby.
	 
	10.8	 	This Agreement, upon executed, shall supersede any other legal documents executed by the
Parties in respect of the subject of this Agreement. Any amendment or supplement to this
Agreement shall not come into effect unless made in writing and duly executed by the Parties.
	 
	10.9	 	Without the prior written consent of the Lender, the Borrowers shall not transfer any of their
rights and/or obligations under this Agreement to any third party. The Lender has the right
to transfer any of its rights under this Agreement to any third party upon the prior written
notice to the other Parties.





[INTENTIONALLY LEFT BLANK BELOW]




 









 










[EXECUTION PAGE]




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



	 	 	 	 	 
	


XIN ZHOU


 	 	 
	Signature:  	/S/Xin Zhou
 	 	 
	 	 	 	 
	 	 	 	 
	 
	XUDONG ZHU


 	 	 
	Signature:  	/S/Xudong Zhu
 	 	 
	 	 	 	 
	 	 	 	 
	 
	SHANGHAI CRIC INFORMATION TECHNOLOGY CO., LTD.



(Seal)


 	 
	Signature:  	/seal/
 	 	 
	
Name: 	 	 	 
	
Title: